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vii. Where the amounts or coverage provided by the certificates of insurance
<br />provides coverage greater than those listed by this Agreement, the amounts
<br />provided by the certificates of insurance shall be incorporated by reference into
<br />the Agreement.
<br />3-9. Equal Opportunity to Draft: The parties have participated and had an equal opportunity to
<br />participate in the drafting of this Agreement. No ambiguity shall be construed against any party
<br />upon a claim that that party drafted the ambiguous language.
<br />3-10. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties,
<br />their successors, representatives and assigns. Neither party shall assign this Agreement, or
<br />delegate its duties or obligations under this Agreement, without the prior written consent of the
<br />other party, which consent shall not be unreasonably withheld, delayed or conditioned.
<br />Notwithstanding the foregoing, CONSULTANT may assign this Agreement, in whole or in part,
<br />without the consent of CITY to any corporation or entity into which or with which
<br />CONSULTANT has merged or consolidated; any parent, subsidiary, successor or affiliated
<br />corporation of CONSULTANT; or any corporation or entity which acquires all or substantially
<br />all of the assets of CONSULTANT. Subject to the foregoing, this Agreement shall be binding
<br />upon and inure to the benefit of the parties and their successors or assigns.
<br />3-11. Ownership of Documents: Except for any and all CITY -owned data contained therein,
<br />any and all documents, including draft documents where completed documents are
<br />unavailable, or materials prepared or caused to be prepared by CONSULTANT pursuant to
<br />this agreement shall be the property of the CONSULTANT at the moment of their completed
<br />preparation, ownership of the same shall vest exclusively in CONSULTANT or its
<br />subcontractors. Provided, however, that this Agreement and all exhibits and appendices
<br />hereto, together with any Change Orders entered into hereunder shall be deemed public
<br />documents.
<br />3-12. Intellectual Property Rights: The entire right, title and interest in and to CONSULTANT's
<br />database and all copyrights, patents, trade secrets, trademarks, trade names, and all other
<br />intellectual property rights associated with any and all ideas, concepts, techniques, inventions,
<br />processes, or works of authorship including, but not limited to, all materials in written or other
<br />tangible form developed or created in the course of this Agreement (collectively, the "Work
<br />Product") shall vest exclusively in CONSULTANT or its subcontractors. The foregoing
<br />notwithstanding, in no event shall any CITY -owned data provided to CONSULTANT be
<br />deemed included within the Work Product, except that CONSULTANT may (i) during the term
<br />of this Agreement, remotely access data stored in CITY's environment, including CITY -owned
<br />data that has been de -identified and anonymized and combined with data about other
<br />individuals and transactions in aggregate form, for the purposes of generating reports,
<br />information, data, and statistics about a group of individuals, organizations, or transactions
<br />that cannot be used to identify CITY or a particular individual, (collectively, "Aggregate Data"),
<br />and (ii) during and afterthe term of this Agreement, retain, use, publish, and otherwise disclose
<br />without restriction such Aggregate Data so long as the Aggregate Data is not and cannot be
<br />re -identified or otherwise disclosed in any form in which it could be used to identify CITY or
<br />any particular individual(s).
<br />3-13. Discrimination: CONSULTANT shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as
<br />defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
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