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t <br />A. Cl <br />�w � 3 <br />CONTRACT NO. C#6636 <br />AMI F1,1iTiEsi <br />SPONSORS <br />RECIPIENT <br />City of Santa Ana, Santa Ana Business Council <br />CSU Fullerton Auxiliary Services Corporation <br />and Downtown Inc. (individually referred to as <br />("ASC') <br />"CONTRIBUTING PARTNER", collectively <br />referred to as "SPONSORS") <br />ASC, a California public non-profit corporation, <br />serves as fiscal and administrative Iegal entity for <br />external grants and contracts issued to California <br />Stale University, Fullerton ('Ca "), a public <br />institute of higher education. <br />Amount: $7,500.00 <br />TIN: 95-2081258 <br />Effective Period: Dec. 4, 2017 — Ma M, 2018 <br />DUNS: 1 Obb707 is <br />General Terms and Conditions <br />SPONSORS and ASC may be referred to individually as a "Party," and collectively as "Parties." <br />1. Scope of Work and Budeet. ASC shall be responsible for the tasks described in the Statement of <br />Work ("WORK") which is attached and incorporated herein as Exhibit A. In consideration of the work to <br />be conducted by ASC, SPONSORS shalt pay ASC amount not to exceed contract amount, in accordance <br />with Exhibit B, attached hereto. <br />All rigbt, title and interest in and to intellectual property, including any and all data, copyrights, designs, <br />and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other <br />documents or works of authorship fixed in any tangible medium of expression, directly generated, <br />produced, conceived or reduced to practice by employees of ASC or CSUP under this Agreement <br />("Documents & Data ') shall belong to ASC. ASC represents and warrants that ASC has the legal right to <br />license the Documents & Data. SPONSORS shall have a non-exclusive license to copy, use, modify, <br />reuse, or sublicense the Documents and Data. SPONSORS shall not be limited in any way in its use of the <br />Documents and Data at any time, provided that any such use that are not within the purposes intended by <br />this Agreement shall be at SPONSORS' sole risk. ASC shall require all subcontractors to agree in <br />writing that SPONSORS are granted a non-exclusive license for any Documents & Data the subcontractor <br />prepares under this Agreement. ASC makes no such representation and warranty in regard to data and <br />otter documents which were provided to ASC by the SPONSORS. <br />2. Billing and Payment. ASC shall send an invoice to each CONTRIBUTING PARTNER in <br />accordance with Exhibit B. CONTRIBUTING PARTNERS agrees to pay each invoice in total, within <br />thirty (30) days of receipt. Invoices shall be submitted to the CONTRIBUTING PARTNERS's <br />administrative contact provided in Exhibit C. CONTRIBUTING PARTNERS's payment shall be by <br />check, payable to "CSU Fullerton Auxiliary Services Corporation" and mailed to ABC's administrative <br />contact provided in Exhibit C. <br />3. Termination . Any Party may terminate this Contract upon thirty (30) days advance written notice to <br />the other Parties. Upon termination of this Contract, ASC agrees to submit all applicable deliverables to <br />SPONSORS and SPONSORS agrees to compensate ASC for all expenses, including non -cancellable <br />obligations, reasonably incurred by ASC in the performance of its work under this Contract through the <br />date of termination. Payment need not be made for work which fails to meet the standards of <br />performance which may reasonably be expected by SPONSORS. <br />4. Modcation or Waive. No pari of this Contract shall be modified without the express written <br />consent of all Parties. The waiver by one Party of any breach of any term or condition of this Contract <br />FYMMS <br />