Res 2025-208 approving a Conceptual Planning Agreement with Upward Communities for redevelopment in downtown San Marcos known as the Hopkins Redevelopment Project, including a new City Hall

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Section 7. Instruments of Service. (a) Ownership oflnstruments of Service. All instruments of service prepared by the Developer and its consultants in connection with the performance of the Preliminary Development Activities (the "Instruments of Service"), shall be and remain the property of the Developer until and unless the City reimburses the Developer for its Reimbursable Preliminary Development Costs in accordance with Section 7 above. "Instruments of Service" shall include any drawings, specifications, models, renderings, professional studies, professional reports, or other proprietary materials prepared in connection with or as part of the Preliminary Development Activities. However, "Instruments of Service" shall expressly exclude, and the City shall retain all rights to (irrespective of payment or nonpayment) any and all work product of the City, including any contracts, agreements, plans, notes, research, reports, summaries, concepts, and ideas conceived, developed, or prepared directly by or through the joint participation of the City and its representatives, that is not customarily deemed as "work made for hire" (collectively, "City Work Product"). The Developer hereby waives and releases all rights relating to the City's continued use and ownership of any City Work Product. (b) Transfer of Instruments of Service. Immediately upon the City's reimbursement of the Developer for its Reimbursable Preliminary Development Costs in accordance with Section 7 above, all of the Developer's right, title, and interest, including licenses, in and to all Instruments of Service, whether or not used or accepted by the City, shall immediately become the property of the City without any further evidence of transfer or assignment. However, to the extent that the City determines that further documentation or assurances are necessary to evidence the transfer, assignment, or licensing of any Instruments of Service, the Developer shall fully cooperate with the City and use all reasonable and lawful means to deliver written documentation or assurances, including those to be executed by any member of the Developer's team, to evidence the transfer, assignment, or licensing of the Instruments of Service to the City. The City acknowledges that the Developer will typically only receive licenses to Instruments of Service prepared by the Development team, and that assignment of such licenses (if that is the only right that the Developer has to such Instruments of Service) will satisfy the Developer's obligation to grant such Instruments of Service to the City. Section 8. Term and Termination. (a) Termination for Cause. (1) Notice of Default. If either Parry materially fails to comply with any of its obligations under this Agreement, the other Parry (the "Noticing Party") may provide the Defaulting Parry (the "Defaulting Party") written notice of default describing the default and approximate date(s) of occurrence and other relevant circumstances as well as a requested remedy to reasonably cure commensurate with the seriousness of the default. (ii) Opportunity to Cure. Upon receiving a notice of default, the Defaulting Parry shall have thirty (30) calendar days to reasonably cure the default to the reasonable satisfaction of the Noticing Parry. However, if the default is of such nature that it cannot be reasonably cured within thirty (30) days, then the Defaulting Parry shall have an additional ninety (90) calendar days to cure the default, during which it must diligently pursue actions to cure said default, evidenced by weekly written updates to the CONCEPTUAL PLANNING AGREEMENT (HOPKINs REDEVELOPMENT PROJECT) PAGE 9