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~/= Pruden~l~ Prudential Securities Incor orated P 12. Governing Law - This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. 13. Severability - The illegality or invalidity of any term or clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained therein unless the elimination of such provision materially affects or impairs the continuing operation of this Agreement. 14. Civil Rights Act - PSI agrees to comply with the Civil Rights Act of 1964 and 1991, Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973, and Title VI as implemented by 45 CFR 80 and 84, which states in part "no qualified person shall on the basis of disability, race, color, or national origin be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity whcih received or benefits from federal financial assistance." This agreement is a public contract under the provisions of ORS 279.310.(1). There is hereby incorporated into this agreement, and PSI agrees to comply with the provisions of ORS 279.312, 279.314, 279.316 and 279.320. PSI shall also obtain and maintain at all times during the term of this agreement, and before labor under this agreement commences, workers' compensation insurance with statutory limits and employer's liability insurance in full compliance with the requirements of ORS Chapter 656 for all persons performing work under this agreement who are not otherwise exempt from such coverage. Prudential Securities is pleased to accept this engagement. We look forwazd to working towards successfully financing the Project. Please confirm that the foregoing sets forth our agreement by signing the enclosed duplicate of this letter in the spaces provided and returning them, whereupon they shall constitute a binding agreement as of this date. PRUDENTIAL SECURITIES INCORPORATED By: ~.~ Jo C. Moore a~in~ Director MARIOlt1 COUNTY, OREGON 8 ~ Billy asson Co ouse Squaze Coordinator -4-