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8. Ownership of Documents. All drawings, designs, data, photographs, reports and
<br /> other items prepared or obtained by Consultant in the performance of the Services are
<br /> Cities' property and Consultant shall deliver them to Cities upon demand.
<br /> 9. Copyright and Right of Use. All items created by Consultant for Cities under
<br /> this Agreement are works made for hire, and Consultant shall give Cities the copyright
<br /> and all intellectual property rights to all items developed, prepared, and delivered as part
<br /> of the Services. Consultant agrees that all aspects of the Services and items created
<br /> thereby will be original works of creation and will not use, in whole or in part, any work
<br /> created by any other party, except when expressly disclosed by Consultant to Cities and
<br /> Consultant obtains a license to such items for the benefit of Cities. All licenses must be
<br /> perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit Cities'
<br /> full use and enjoyment of its ownership rights in the items created by the Services.
<br /> 10. Confidentiality. Consultant shall not disclose any confidential or proprietary
<br /> information received from Cities to anyone except Consultant's employees who require
<br /> access to the information to perform the Services. This obligation shall survive
<br /> termination and remain in full force and effect until the information, and any copies thereof,
<br /> are destroyed or returned to Cities.
<br /> 11. Indemnity and Defense.
<br /> (a) Definitions. When used in this "Indemnity and Defense" section, these
<br /> terms have the following meaning:
<br /> (1) "Cities,"means the City of Livermore and the City of Pleasanton, their
<br /> elected officials, officers, directors, employees, agents, or designated volunteers.
<br /> (2) "Design Professional," means licensed architects, licensed
<br /> landscape architects, registered professional engineers, professional land surveyors and
<br /> the business entities which offer such services in accordance with the provisions of the
<br /> California Business and Professions Code listed at California Civil Code, section 2782.8,
<br /> upon which Consultant relies to meet the obligations of, or perform work pursuant to, this
<br /> Agreement.
<br /> (3) "Non-Design Professional," means any person or entity upon which
<br /> Consultant relies to meet the obligations of, or perform work pursuant to, this Agreement
<br /> who or which is not a Design Professional.
<br /> (4) "Loss," or "Losses," mean all claim for or actual loss, liability,
<br /> damage, cost, and expense including but not limited to reasonable attorney, consultant
<br /> and expert fees, and court costs arising out of or in connection with Consultant's obligation
<br /> or work to perform this Agreement including the Cities' active or passive negligence,
<br /> except for such Loss arising from the sole negligence or willful misconduct of the Cities.
<br /> (b) Non-Design Professional Services. Consultant shall defend, indemnify,
<br /> and hold harmless the Cities from and against any alleged Loss arising out of, pertaining
<br /> to, or relating to, the services of any Non-Design Professional.
<br /> Professional Services Agreement—ECHO Housing Page 4
<br /> Rev. 4/17
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