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Consultant may copyright any books, publications or other copyrightable materials <br />developed in the course of or under this Agreement. However, the federal awarding <br />agency, State Administrative Agency (SAA) and City reserve a royalty -free, non- <br />exclusive, and irrevocable license to reproduce, publish or otherwise use, and to <br />authorize others to use, for federal government, SAA and /or City purpose: <br />(i) the copyright in any work developed through this Agreement; and <br />(ii) any rights of copyright to which the subcontractor purchases ownership with support <br />through this grant. The Federal government's, SAA's and City's rights identified above <br />must be conveyed to the publisher and the language of the publisher's release form <br />must ensure the preservation of these rights. <br />J. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate or subcontract any interest herein without the <br />prior written consent of City and any such assignment, transfer, delegation or subcontract <br />without the City's prior written consent shall be considered null and void. <br />K. JURISDICTION — VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance and enforcement of any of the clauses of this Agreement shall be <br />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 <br />or arise out of, in connection with or by reason of this Agreement. <br />L. FINES <br />The Consultant shall be liable for all violation fines levied against the City by federal, state, or <br />local agencies with regulatory authority related to Consultant provided services. <br />M. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is <br />not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />City of Santa Ana RFP 14 -003 <br />26F-29 <br />