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California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement <br />8,9, Grantee agrees to comply with all applicable, equal opportunity and affirmative action laws as <br />appropriate, (grantee shall not discriminate because of race, color, creed, religion, sex, market <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, In the recruitment, selection, training, utlilzatlon, promotion, termination or other <br />employment related activities. Grantee affirms that it Is an equal opportunity employer (if <br />applicable) and shall comply with all Applicable federal, state and local laws and regulations, <br />0.0. Any funds provided under this Agreement that are not expended, obligated or otherwise <br />committed by the tarmination or expiration of this Agreement shall be immediately returned to <br />City, <br />0.10. Grantee grants to City a non-excluslve, Irrevocable, transferable, royalty free, worldwide <br />license to use, reproduce, display, distribute, and prepare derivative works, in any form or media <br />at the discretion of the City for the Project conceived, performed or created as a result of this <br />Agreerent <br />0,11, Grantee and any of the Grantee's agents, employees or representatives Are, for all purposes <br />under this Agreement, An Independent contractor and shall not be deemed to be an employee of <br />the City, and none of them shall be entitled to any benefits to which City employees are entitled <br />Including but not limited to, ove111me, retirement benefits, work's componsaeon benefits, Injury <br />leave or other leave benefits. <br />0.12. Wittier Party shall assign any rights or obligations under this Agreement, <br />0.13. Each Party covenants that It presently has no Interests and shall not have interests, direct <br />or Indirect, which would conflict In any mannerwith performance of services specified under this <br />Agreement. <br />0.14. Each party warrants that they have executed this Agreement knowingly, freely and <br />voluntarily and with full knowledge of Its legal consequences. Ali Parties Involved warrant and <br />represent that, prior to executing this Agreement, each Party has had the opportunity to review <br />and consider this matter with legal counsel, and that the terms of this Agreement, and its <br />consequences, are fully understood by each Party. <br />0.10. This Agreement represents the entire agreement and understanding between the Parties, <br />and supersedes any end all prior agreements and understandings between the Parties, whether <br />oral or written. ' <br />8.16. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective Parties to each of the terms of this Agreement, and <br />shall indemnify, My fully, including reasonable costs and Attorney's fees, fc^ any injuries or <br />damages to City In the event that such authority or power Is not, in fact; held by the signatory or <br />Is withdrawn. <br />(Signatures on following page} <br />