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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />Agreement. <br />42.4 The obligations of COUNTY under this Agreement are contingent upon the <br />availability of federal and/or State funds, as applicable, for the reimbursement of <br />CONTRACTOR's expenditures, and inclusion of sufficient funds for the services hereunder in the <br />budget approved by the Orange County Board of Supervisors each fiscal year this Agreement <br />remains in effect or operation. In the event that such funding is terminated or reduced, <br />ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY's maximum <br />obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall <br />be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written <br />notification of such determination. CONTRACTOR shall immediately comply with <br />ADMINISTRATOR's decision. <br />42.5 If any term, covenant, condition, or provision of this Agreement or the application <br />thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Agreement <br />shall remain in full force and effect and shall in no way be affected, impaired, or invalidated <br />thereby. <br />43. GOVERNING LAW AND VENUE <br />This Agreement has been negotiated and executed in the State of California and shall be <br />governed by and construed under the laws of the State of California, without reference to conflict <br />of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole <br />and exclusive venue shall be a court of competent jurisdiction located in Orange County, <br />California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, <br />notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree <br />to waive any and all rights to request that an action be transferred for trial to another county. <br />44. SIGNATURE IN COUNTERPARTS <br />44.1 The parties agree that separate copies of this Agreement may be signed by each of <br />the parties, and this Agreement will have the same force and effect as if the original had been <br />signed by all the parties. <br />44.2 CONTRACTOR represents and warrants that the person executing this Agreement <br />WGM0319 Pa e 38 of 40 3-31-2020 <br />25�-40 <br />