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November 2022 Page 4 of 5 APP-22-045 <br /> City of Santa Ana <br /> <br />wages, applying to its entire project. If the project is public works then it is subject to compliance <br />monitoring and enforcement by the Department of Industrial Relations. By signing this Agreement, <br />Recipient certifies that it shall comply with all applicable Public Works laws and requirements. <br /> <br />10. Intellectual Property <br /> <br />As between the Recipient and the CEC, the Recipient owns all intellectual property it or its <br />subcontractors create under this Agreement. The CEC has a no-cost, non-exclusive, transferable, <br />irrevocable, royalty-free, worldwide, perpetual license to use, publish, translate, modify, and reproduce <br />all intellectual property, such as the products identified in Section 2. above, for governmental purposes <br />the Recipient or its subcontractors create under this agreement. The Recipient shall include a provision <br />securing these rights for the CEC in all of its subcontractor agreements related to performance of this <br />Agreement. <br /> <br />11. Amendment <br /> <br />No amendment or variation of this Agreement shall be valid unless made in writing and signed by both <br />the Recipient and CEC. <br /> <br />12. Governing Law <br /> <br />This Agreement is governed by the laws of the State of California as to interpretation and performance. <br /> <br />13. Independent Capacity <br /> <br />In the performance of this Agreement, Recipient and its agents, subcontractors, and employees will act <br />in an independent capacity and not as officers, employees, or agents of the CEC or the State of <br />California. <br /> <br />14. Severability <br /> <br />If any provision of this Agreement is unenforceable or held to be unenforceable, all other provisions of <br />this Agreement will remain in full force and effect. <br /> <br />15. Waiver <br /> <br />No waiver of any breach of this Agreement constitutes waiver of any other breach. All remedies in this <br />Agreement will be taken and construed as cumulative, meaning in addition to every other remedy <br />provided in the Agreement or by law. <br /> <br />16. Access to Sites and Records <br /> <br />The Recipient shall provide during the Agreement and for at least 3 years after the Agreement ends in <br />any way to the CEC or its representatives reasonable access to all project sites and to all records related <br />to this Agreement. These rights and responsibilities are in addition to and not restrictive of those in <br />Section 8. Accounting and Audit. <br />