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City of Santa Ana
<br />Agreement No.: D2202003
<br />Project No.: 3010038-003C
<br />Page 30 of 49
<br />C.3.19 Independent Actor.
<br />The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an
<br />independent capacity and not as officers, employees, or agents of the State Water Board.
<br />C.3.20 Integration.
<br />This Agreement constitutes the complete and final agreement between the parties. No oral or written
<br />understanding or agreement not incorporated in this Agreement shall be binding on either party.
<br />C.3.21 Leveraging Covenants.
<br />(a) Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will
<br />comply with the Tax Covenants set forth in Exhibit F of this Agreement.
<br />(b) The Recipient covenants to furnish such financial, operating and other data pertaining to the
<br />Recipient as may be requested by the State Water Board to: (i) enable the State Water Board to
<br />cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of
<br />Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5).
<br />(c) The Recipient further covenants to provide the State Water Board with copies of all continuing
<br />disclosure documents or reports that are disclosed pursuant to (i) the Recipient's continuing
<br />disclosure undertaking or undertakings made in connection with any outstanding System Obligation,
<br />(ii) the terms of any outstanding System Obligation, or (III) a voluntary disclosure of information
<br />related to an outstanding System Obligation. The Recipient must disclose such documents or
<br />reports to the State Water Board at the same time such documents or reports are submitted to any
<br />dissemination agent, trustee, nationally recognized municipal securities information repository, the
<br />Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) website or
<br />other person or entity.
<br />C.3.22 No Discrimination.
<br />(a) The Recipient must comply with Government Code section 11135 and the implementing regulations
<br />(Cal, Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully
<br />denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation
<br />of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group
<br />identification, age, mental disability, physical disability, medical condition, genetic information, marital
<br />status, or sexual orientation as such terms are defined under California law, for as long as the Recipient
<br />retains ownership or possession of the Project.
<br />(b) If Project Funds are used to acquire or improve real property, the Recipient must include a covenant
<br />of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real
<br />property.
<br />(c) The Recipient must comply with the federal American with Disabilities Act of 1990 and implementing
<br />regulations as required by Government Code section 11135(b).
<br />(d) The Recipient's obligations under this section shall survive the term of this Agreement.
<br />(e) During the performance of this Agreement, Recipient and its contractors and subcontractors must not
<br />unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment
<br />because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical
<br />disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital
<br />Exhibit C
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