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employees, including, but not limited to, the California Labor Code, Unemployment Insurance <br />Code and all applicable Industrial Welfare Commission Wage Orders. <br />3.7.2.2 Prior Approval Required. Consultant shall not use any <br />Subcontractor to provide the Services, or any portion of the work required by this Agreement, <br />without prior written approval of City. In the event that City authorizes Consultant to use a <br />Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must <br />include all provisions of the Agreement, including a restriction on the Subcontractor's use of <br />further independent contractors, subcontractors or subconsultants without the City's prior written <br />consent. <br />3.7.3 Delivery of Notices. All notices permitted or required under this Agreement <br />shall be given to the respective parties at the following address, or at such other address as the <br />respective parties may provide in writing for this purpose: <br />Consultant: Griffin Structures <br />1 Technology Drive <br />Building 1 Suite 829 <br />Irvine, CA 92618 <br />ATTN: Jon Hughes <br />City: City of Santa Ana <br />20 Civic Center Plaza (M-21) <br />Santa Ana, CA 92702 <br />ATTN: Sean Thomas <br />Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) <br />hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its <br />applicable address. Actual notice shall be deemed adequate notice on the date actual notice <br />occurred, regardless of the method of service. <br />3.7.4 Ownership of Materials and Confidentiality. <br />3.7.4.1 Documents & Data: Licensing of Intellectual Property. This <br />Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or <br />sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in <br />any tangible medium of expression, including but not limited to, physical drawings or data <br />magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be <br />prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall <br />be and remain the property of City, and shall not be used in whole or in substantial part by <br />Consultant on other projects without the City's express written permission. Within thirty (30) days <br />following the completion, suspension, abandonment or termination of this Agreement, Consultant <br />shall provide to City reproducible copies of all Documents & Data, in a form and amount required <br />by City. City reserves the right to select the method of document reproduction and to establish <br />where the reproduction will be accomplished. The reproduction expense shall be borne by City <br />at the actual cost of duplication. In the event of a dispute regarding the amount of compensation <br />to which the Consultant is entitled under the termination provisions of this Agreement, Consultant <br />shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant <br />shall have no right to retain or fail to provide to City any such documents pending resolution of <br />-12- PROFESSIONAL SERVICES AGREEMENT <br />55394.00000\40418052.1 <br />