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N-2024-093 <br />c. The invalidity in whole or in part of any provision of this Agreement shall not void or <br />affect the validity of any other provision of this Agreement. <br />d. This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California, with venue in Orange County. <br />e. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />Agency and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages <br />to Agency in the event that such Agency or power is not, in fact, held by the signatory or is <br />withdrawn. <br />£ All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />.ram• <br />Ufa, <br />w <br />APPROVED AS TO FORM: <br />Sonia R. Carvalho <br />City Attorney <br />r <br />By: <br />B on Salvatierra <br />Deputy City Attorney <br />RECOMMEND APPROVAL: <br />Hawk Scott )Jan 26, 202416:10 PST) <br />Hawk Scott <br />Executive Director <br />Parks, Recreation & <br />Community Services Agency <br />a ' B er <br />Vice sident <br />Downey Vendors, Inc. <br />Page 7 of 7 <br />