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City of Santa Ana
<br />Risk Management Division, 4th Floor
<br />20 Civic Center Plaza
<br />Santa Ana, CA 92701
<br />vil. Where the amounts or coverage provided by the certificates of insurance provides
<br />coverage greater than those listed by this Agreement, the amounts provided by the
<br />certificates of insurance shall be incorporated by reference into the Agreement.
<br />3-10. Equal Opoortunityto 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 upon a
<br />claim that that party drafted the ambiguous language.
<br />3-11. Assignment: This Agreement shall be binding upon and Inure to the benefit of the parties, their
<br />successors, representatives and assigns. CONSULTANT shall not assign this Agreement, or delegate
<br />its duties or obligations under this Agreement, without the prior written consent of CITY, which consent
<br />shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing,
<br />CONSULTANT may assign this Agreement, in whole or in part, without the consent of CITY to any
<br />corporation or entity into which or with which CONSULTANT has merged or consolidated; any parent,
<br />subsidiary, successor or affiliated corporation of CONSULTANT; or any corporation or entity which
<br />acquires all or substantially all of the assets of CONSULTANT. Subject to the foregoing, this Agreement
<br />shall be binding upon and inure to the benefit of the parties and their successors or assigns.
<br />3-12, Ownership of Documents: Except for CONSULTANT's preexisting proprietary information and
<br />processes, 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 this
<br />agreement shall be the property of the CITY at the moment of their completed preparation.
<br />3-13. Intellectual Property Rights: The entire right, title and interest in and to CONSULTANT's database
<br />and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property
<br />rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of
<br />authorship including, but not limited to, all materials in written or other tangible form developed or created
<br />In the course of this Agreement (collectively, the "Work Product") shall vest exclusively in CONSULTANT
<br />or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data provided to
<br />CONSULTANT be deemed included within the Work Product.
<br />3-14. Discrimination: CONSULTANT shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. CONSULTANT affirms that It Is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />3-15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of California
<br />and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or arise
<br />out of, in connection with or by reason of this Agreement.
<br />3.16. Professional Licenses: CONSULTANT shall, throughout the term of this Agreement, maintain all
<br />necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
<br />services hereunder and required by the laws and regulations of the United States, the State of California,
<br />the CITY of Santa Ana and all other governmental agencies. CONSULTANT shall notify the CITY
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