NANDZIK, BIANCA (2) - Laserfiche WebLink

4. FORCE MAJEURE. Any delay in the performance by Artist shall be excused if such delay is caused by act of the City, its agents, contractors, employees or by act of God, accident, war, war -like operations, civil commotion, riots, labor disputes, sabotage, governmental acts, regulations or controls, fire or other casualty. Failure to fulfill contract obligations due to conditions beyond any party's reasonable control will not be considered a breach of this Agreement provided those obligations affected shall be suspended only for the duration of such conditions. 5. RISK OF LOSS. The risk of loss or damage to the Work shall be borne by Artist until the Work has been completed at the Site. Upon completion of the Work at the Site, Artist shall notify City in writing of such completion and risk of loss or damage to the Work shall pass to City upon City's receipt of such notice. 6. RIGHTS OF THE PARTIES. A. Artist retains all statutory and common law authorship rights pursuant to the United States Copyright Act (17 United States Code (U.S.C)), relevant California intellectual property and civil laws, and all other rights in and to the Work, except ownership and possession which shall be transferred to City upon Artist's completion of the Work and except as such rights are limited by this paragraph. Upon acceptance of the Work by City, Artist grants to City and its assignees an irrevocable right and license to make two-dimensional reproductions of the Work for both commercial and non-commercial purposes including, but not limited to: (i) use in advertising, brochures, media publicity and catalogs or other similar publications; (ii) use in promotional materials; and (iii) reproductions for use in non-profit, City fundraising activities. B. The Artist acknowledges that the Work is a work for hire as defined in 17 U.S.C. §101 and the California Civil Code §987(b) (2,7) that the City is using for commercial advertising and promotional purposes for the City's Downtown. C. The City will use reasonable efforts to maintain the Work on the Site, but the parties acknowledge that the Work may be subject to vandalism, graffiti tagging, fading, wear and other damage that may result in the City needing to remove the Work. 7. OWNERSHIP. Title to the Work will remain in the possession of Artist until the Work has been installed and the Artist provides notice to the City ("Final Acceptance"). Title shall then transfer automatically to City. 8. TERMINATION. This Agreement may be terminated if Artist fails to complete the Work as set forth in the Guidelines, and such delay or failure to complete is not due to causes excusable by the terms of this Agreement. Upon such delay, City may send written notice of default to Artist setting forth a stated time in which to cure, and if Artist fails to cure and such failure is not excusable by the terms of this Agreement, then City may declare this Agreement terminated and Artist shall return all money to the City within seven days of written request from City. 9. APPLICABLE LAW. This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and no modification or amendment of any of its provisions shall be valid unless in writing and signed by all parties. This Agreement is not be assigned by Agent without the written consent of City. This contract shall be governed by the laws of the State of California, and any action to enforce its terms shall be filed in the Superior Court of Alameda County. 10. NOTICE. All notices herein required shall be in writing, by certified mail, return receipt requested, and shall be served on the parties as listed below. Any of the above addresses may be changed by notice sent to the other party as herein provided. Page 2 of 3