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Lake Mary, Florida 32746 <br />Attention: Legal Department <br />In the case of SANTA ANA: <br />City of Santa Ana <br />20 Civic Center Plaza <br />Purchasing 41h Floor <br />Santa Ana, CA 92701 <br />26.Governing Law. <br />The substantive laws of the State of California shall govern this Contract without regard to the law <br />of conflicts. Venue shall be in the State of California, County of Orange. Such actions shall <br />neither be commenced in nor removed to federal court. <br />27. Severability. <br />If any provision of this Contract is held invalid or otherwise unenforceable, the <br />enforceability of the remaining provisions shall not be impaired. <br />28. No Waiver. <br />The failure by any party to exercise any right stated in this Contract shall not be deemed <br />a waiver of the right. <br />29. Complete Agreement. <br />This Contract when signed by both parties sets forth the entire understanding of the parties <br />as to its subject matter, conditions and obligations and may not be modified except by further <br />written agreement. <br />30.Independent Contractors. <br />In performing the work under this Contract, the CONTRACTOR acts as an independent <br />CONTRACTOR and is solely responsible for necessary and adequate worker's compensation <br />insurance, personal injury and property damage insurance, as well as errors and omissions <br />insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal <br />and state income tax on moneys earned. The personnel employed by the CONTRACTOR are <br />not and shall not become employees, agents or servants of SANTA ANA because of the <br />performance of any work by or under the performance of this Contract. <br />31. Cooperative Purchases. <br />This Contract may be used by other government agencies. The CONTRACTOR has <br />agreed to offer similar services to other agencies under the same terms and conditions as stated <br />herein except that the revenue share percentage (Compensation) may be negotiated between <br />the CONTRACTOR and other agencies based on the specific revenue expectations, agency <br />reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any <br />25D-12 <br />