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<br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason ofthis <br />Agreement. <br /> <br />XII. SEVERABILITY <br /> <br />If a court of competent jurisdiction declares any provision of this Agreement or <br />application thereof to any person or circumstances to be invalid or if any provision of this <br />Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the <br />remaining provisions of this Agreement or the application thereof shall remain valid, and the <br />remaining provisions ofthis Agreement shall remain in full force and effect, and to that <br />extent the provisions of this Agreement are severable. <br /> <br />XIII. INDEPENDENT CONTRACTOR <br /> <br />County is, and shall at all times be deemed to be, an independent contractor and shall <br />be wholly responsible for the manner in which it performs the services required of it by the <br />terms of this Agreement. County is entirely responsible for compensating staff and <br />consultants employed by County. This Agreement shall not be construed as creating the <br />relationship of employer and employee, or principal and agent, between County and City or <br />any of County's employees, employee, or principal and agent, between County and City or <br />any of County's employees, agents, or subcontractors. County assumes exclusively the <br />responsibility for the acts of its employees, agents or subcontractors as they relate to the <br />services to be provided during the course and scope of their employment. County, its agents, <br />employees, or subcontractors, shall not be entitled to any rights or privileges of City <br />employees and shall not be considered in any manner to be City employees. <br /> <br />XIV. TERM <br /> <br />The term ofthis Agreement shall commence and terminate as specified herein, unless <br />otherwise sooner terminated as provided in this Agreement; provided, however, County shall <br />be obligated to perform such duties as would normally extend beyond this term, including <br />but not limited to, obligations with respect to indemnification, audits, reporting and <br />accounting. <br /> <br />XV. TERMINATION <br /> <br />A. Either party may terminate this Agreement, without cause, upon ninety (90) <br />days written notice given the other party. <br /> <br />B. Either party may terminate this Agreement, upon thirty (30) days written <br />notice given the other party for material breach after failure to resolve the breach pursuant to <br />the Dispute Resolution paragraph of this Agreement. <br /> <br />C. The rights and remedies of County or City provided in this Termination <br /> <br />7 <br />