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All notices will be sent to the other party at its address as set forth below or at such other
<br />address as such party will have specified in a notice given in accordance with this section:
<br />Grantee: Downtown Inc.
<br />200 N. Main Street Mezz B
<br />Santa Ana, CA 92701
<br />City: City of Santa Ana
<br />Clerk of the Council (M -30)
<br />20 Civic Center Plaza
<br />P.O. Box 1988
<br />Santa Ana, CA 92702
<br />FAX (714) 647 -6956
<br />8.8. This Agreement is subject to all applicable local, State and Federal laws.
<br />8.9. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws
<br />as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities. Grantee affirms that it is an equal opportunity
<br />employer (if applicable) and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />8.10. Any funds provided under this Agreement that are not expended, obligated or otherwise
<br />committed by the termination or expiration of this Agreement shall be immediately returned to
<br />City.
<br />8.11. Grantee shall maintain all pertinent financial and accounting records pertaining to this
<br />Agreement in accordance with generally accepted accounting principles and other procedures
<br />reasonably specified by City. Upon termination or expiration of this Agreement or request by
<br />City, Grantee shall provide, at its expense, copies of all financial and accounting records
<br />produced by it arising out of this Agreement.
<br />8.12. Grantee shall allow audits, compliance or special reviews and inspections, including on-
<br />site inspection, with or without prior notice, of Grantee's facilities by City or by third parties
<br />designated by City, or their authorized representatives. Grantee shall provide its full cooperation
<br />for any such audit, review or inspection, including providing timely access, for examination and
<br />copying of records (including computerized records) pertinent books, documents, papers,
<br />computer programs and records and reasonable access to its personnel.
<br />8.13. Grantee grants to City a non - exclusive, irrevocable, transferable, royalty free, worldwide
<br />license to use, reproduce, display, distribute, and prepare derivative works for the Project
<br />conceived, performed or created as a result of this Agreement.
<br />8.14. Grantee and any of the Grantee's agents, employees or representatives are, for all
<br />purposes under this Agreement, an independent contractor and shall not be deemed to be an
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