Reso 2021-3256 - Laserfiche WebLink

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Acceptance"). Article 2. Terms of Agreement a. Duration This Agreement shall be effective on the date that this Agreement has been signed by both parties, and, unless terminated earlier pursuant to such provisions in the Agreement, shall extend until Final Acceptance by the City under Section 13(b), or submission of final payment to the Artist by the City pursuant to the terms of Exhibit B, whichever is later. b. Force Majeure The City shall grant to the Artist a reasonable extension of time in the event that conditions beyond the Artist's control render timely performance of the Artist's services impossible or unduly burdensome ("Force Majeure Events"). Force Majeure Events are limited to the following events: (i) acts of god, fire, flood, storm, earthquake, tidal wave, sabotage, war, military operation, terrorist attack, national emergency, civil commotion, strikes, or any other similar cause beyond either party's reasonable control and (ii) such Force Majeure Event is beyond such party's reasonable control. All such performance obligations shall be suspended for the duration of the Force Majeure Event. Both parties shall take all reasonable steps during the existence of the condition to assure performance of their contractual obligations when the condition no longer exists. Failure to fulfill contractual obligations due to a Force Majeure Event will not be considered a breach of contract, provided that such obligations shall be suspended only for the duration of such conditions. Article 3. Risk of Loss The Artist shall bear the risk of loss or damage to the Artwork until installation of the Artwork. The Artist shall take such measures as are reasonably necessary to protect the Artwork from loss or damage. The City shall bear the risk of loss or damage to the Artwork after delivery to the Site, but prior to Final Acceptance, only if, during such time, the Artwork is in the custody, control or supervision of the City, or its agent(s) for the purposes of storing, installing or performing other services to the Artwork. Article 4. Artist's Representations and Warranties 4.1 Warranties of Title The Artist represents and warrants that: a. the Artwork is solely the result of the artistic effort of the Artist; b. except as otherwise disclosed in writing to the City, the Artwork is unique and original and does not infringe upon any copyright or the rights of any person; c. the Artwork (or duplicate thereof) has not been accepted for sale elsewhere; d. the Artist has not sold, assigned, transferred, licensed, granted, encumbered or utilized the Artwork or any element thereof or any copyright related thereto which may affect or impair the rights granted pursuant to this Agreement; e. the Artwork is free and clear of any liens from any source whatsoever; f. all Artwork created by the Artist under this Agreement, whether created by the Artist alone or in collaboration with others shall be wholly original with the Artist and shall 5