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19. TERMINATION (a) Termination for Breach. If Contractor breaches or violates any obligation, term, condition or provision under this Agreement including, without limitation, failure to keep, observe or perform any of the material covenants, terms or conditions of this Agreement or Purchase Order or of any Exhibit or Schedule hereto, then City may, at its option: (i) withhold payment under this Agreement, any Purchase Order or Change Notice until a date when the breach is cured, and/or (ii) terminate all or any part ofthis Agreement, Purchase Order, Change Order or Amendment it issues in whole or in part, upon notice to Contractor. In the event that City chooses option (i), City shall notify Contractor and stipulate a period within which Contractor must cure the breach. (b) Bankruptcy. Either party may immediately terminate this Agreement if (i) the other party files a petition for bankruptcy or has filed against it an involuntary petition for bankruptcy which remains undismissed for 60 days, (ii) a court has appointed a receiver, trustee, liquidator or custodian of it or of all or a substantial part of the other party's property, (iii) the other party becomes unable, or admits in writing its inability, to pay its debts generally as they mature, or (iv) the other party makes a general assignment for the benefit of its or any of its creditors. (c) Termination for Convenience by City. City may terminate this Agreement for any reason at any time upon not less than ninety (90) days' prior written notice to Contractor. After the date of such termination notice, Contractor shall not perform any further services or incur any further costs claimed to be reimbursable under this Agreement, any Purchase Order or Change Notice without the express prior written approval of City. As of the date oftermination, City shall pay to Contractor all undisputed amounts then due and payable under this Agreement. (d) Transition Services after termination. In connection with the expiration or other termination of this Agreement or the expiration of this Agreement, Contractor may provide transition services as requested by City. Such transition services shall be subject to the pricing described in an applicable Blanker Purchase Order and/or Change Notice. 20. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws ofthe State of California, without reference to its conflicts of laws principles. Any action or proceeding brought to enforce the terms ofthis Agreement shall be brought in the courts of Alameda County, Oakland, California and each party agrees to waive any objections to personal jurisdiction and venue in the courts of Orange County, Santa Ana, California. 21. CONSTRUCTION (a) Except as provided in Section 15 (b) above, acceptance or acquiescence in a prior course of dealing or a course of performance rendered under this Agreement or under any Purchase Order shall not be relevant in determining the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature ofthe performance and opportunity for objection. (b) The language in all parts of this Agreement and any Purchase Order shall in all cases be construed in whole, according to its fair meaning, and not strictly for or against, either Contractor, City regardless of the drafter of such part.