Res 2005-127 - Laserfiche WebLink

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City of San Marcos/Guadalupe-Blanco River Authority Water Treatment Facilities Service Contract Article XN - Miscellaneous Provisions (C) City Approvals and Consents. When this Service Contract shall require any approval or consent by the City to a Authority submission, request or report, the approval or consent shall be given by the Contract Administrator in writing and such writing shall be conclusive evidence of such approval or consent, subject only to compliance by the City with the Applicable Law that generally govems its affairs. Unless expressly stated otherwise in this Service Contract, and except for requests, reports and submittals made by the Authority that do not, by their terms or the terms of this Service Contract, require a response or action, if the City does not find a request, report or submittal acceptable, the City may provide written response to the Authority describing the City's objections and the reasons therefor within 30 days' of the City's receipt thereof. If no response is received, the request, report or submittal shall be deemed rejected and the Authority may resubmit the same, with or without modification. Requests, reports and submittals that do not require a response or other action by the City pursuant to some specific term of this Service Contract shall be deemed acceptable to the City if the City shall not have objected thereto within 30 days of the receipt thereof. SECTION 14.4. INTELLECTUAL PROPERTY RIGHTS. (A) Protection from Infringement. The Authority shall pay any royalties and license fees payable in connection with the performance of the Contract Services. The Authority shall indemnify, defend and hold harmless the City in accordance with Section 12.3 in connection with any claims related to infringement by the Authority of any patent, copyright, trademark or similar rights. (B) Intellectual Property Developed bv the Authority. All intellectual property developed by the Authority at or through the use of the Facilities or otherwise in connection with the performance of the Contract Services shall be owned by the Authority subject to the terms and conditions of this Section, and is hereby licensed to the City on a nonexclusive cost free, perpetual basis for use by the City and any successor operator of the Facilities (but, with respect to any successor operator, only in connection with the operation of the Facilities). Such intellectual property shall include technology, inventions, innovations, processes, know- how, formulas and software, whether protected as proprietary information, trade secrets, or patents. The Authority shall have an irrevocable, perpetual and unrestricted right to use such intellectual property at any installation where the Authority is performing services similar to the Contract Services. Neither the City nor the Authority shall license, transfer or otherwise make available such intellectual property to any third party for remuneration except with the consent of the other, which consent may be conditioned upon mutual agreement as to the sharing of any such remuneration. SECTION 14.5. INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue, charges or reimbursements, that are not paid when due shall bear interest at the rate of interest which is the Overdue Rate, on the amount outstanding from time to time, on the basis 89