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12. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Provider shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged
<br />to the City for a minimum period of three (3) years, or for any longer period required by law,
<br />front the date of final payment to City under this Agreement, Provider shall allow inspection of
<br />all 'work, data, documents, proceedings, and activities related to this Agreement for aperiod of
<br />three (3) years from the date of final payment to City under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion,
<br />termination or other employment related activities or in connection with any activities under this
<br />Agreement,
<br />14. JURISDICTION — VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California, Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of Otis Agreement.
<br />15. LICENSES
<br />Provider shall, throughout the tenn of this Agreement, maintain all necessary licenses,
<br />periuits, approvals, waivers, aid exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />flue City of Santa Ana and all other governmental agencies,
<br />16. SEVERABILITY
<br />In the event that one or more of the phrases, sentences, clauses, paragraphs or sections
<br />contained in this Agreement shall be declared invalid or unenforceable by valid judgment or
<br />decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect
<br />any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement,
<br />which shall be interpreted to carry out the intent of the parties hereunder.
<br />17. h:XHIBITS
<br />All Exhibits referenced berein and attached hereto shall be incorporated as if fully set forth
<br />in the body c Fthis Agreement.
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