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DocuSign Envelope ID; 885498D2-1CBA-4928-AE9B-EDEEE17D7376 <br />comply with 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 <br />this Agreement shall remain in full force and effect and shall in no way be affected, <br />impaired, or invalidated thereby. <br />43. COOPERATIVE AGREEMENT <br />43.1 The provisions and pricing of this Agreement will be extended to other California <br />local or state governmental entities. Governmental entities wishing to use this <br />Agreement will be responsible for issuing their own purchase documents/price <br />agreements, providing for their own acceptance, and making any subsequent <br />payments. CONTRACTOR shall be required to include in any Contract entered <br />into with another agency or entity that is entered into as an extension of this <br />Agreement a contract clause that will hold harmless the County of Orange from all <br />claims, demands, actions or causes of actions of every kind resulting directly or <br />indirectly, arising out of, or in any way connected with the use of this <br />Agreement. Failure to do so will be considered a material breach of this <br />Agreement and grounds for immediate contract termination. The cooperative <br />entities are responsible for obtaining all certificates of insurance and bonds <br />required. CONTRACTOR is responsible for providing each cooperative entity a <br />copy of the Agreement upon request by the cooperative entity. The County of <br />Orange makes no guarantee of usage by other users of this Agreement. <br />43.2 The CONTRACTOR shall be required to maintain a list of the cooperative entities <br />using this Agreement. The list shall report dollar volumes spent annually and shall <br />be provided on an annual basis to the COUNTY, at the COUNTY's request. <br />44. GOVERNING LAW AND VENUE <br />This Agreement has been negotiated and executed in the State of California and shall <br />be governed by and construed under the laws of the State of California, without reference to <br />conflict of law provisions. In the event of any legal action to enforce or interpret this <br />Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located <br />in Orange County, California, and the parties hereto agree to and do hereby submit to the <br />WDM0522 Page 42 of 45 March 1, 2022 <br />