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of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />10. TERMINATION <br />A. This Agreement may be terminated on thirty (30) days' written notice by either <br />party. In the event of such termination, BBBS shall only be entitled to reimbursement for <br />approved expenses incurred to the effective date of termination. <br />B. In the event BBBS defaults by failing to fulfill all or any of its obligations hereunder, <br />City may declare a default and termination of this Agreement by written notice to BBBS, which <br />default and termination shall be effective on a date stated in the notice which is to be not less than <br />ten (10) days after certified mailing or personal service of such notice, unless such default is cured <br />before the effective date of termination stated in such notice. If terminated for cause, City shall be <br />relieved of further liability or responsibility under this Agreement, or as a result of the termination <br />thereof, including the payment of money, except for payment for approved expenses incurred for <br />services satisfactorily and timely performed prior to the mailing or service of the notice of <br />termination, and except for reimbursement of (1) any payments made for services not subsequently <br />performed in a timely and satisfactory manner, and (2) costs incurred by City in obtaining substitute <br />performance. <br />11. VENUE/JURISDICTION <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />12. VALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect <br />the validity of any other provision of this Agreement. <br />13. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages <br />to Agency in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />6 <br />251-8 <br />