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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 maybe brought or arise out af, in connection with or by reason of this <br /> Agreement, _ <br /> XIi. SEVERABILICT'Y <br /> If a court of competent jurisdiction declares•any provision of this Agreement or- i <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 ox the application thereof shall remain valid, and the <br /> remaining provisions of this Agreement shall remain in full force and effect, and to that <br /> extent the provisions of this Agreement are severable. <br /> XI.II. INllEPENDENT CONTRACTOR <br /> County is, and shall at all times be deemed to be, an independent contractor and shall <br /> be wholly responsible fox the manner in which it performs the services required of it by the <br /> terms of this Agreement. County is entirely responsible fox compensating staff and <br /> consultants employed by County. This Agreement shall not be construed as creating the <br /> relationship of employer anal employee, or principal and agent, between County and City or <br /> any of County's employees, agents, or subcontractors, or principal and agent, between <br /> County and City or any of County's enployees,. 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 /> X1V. TERM f <br /> f <br /> The term. of this Agreement shall commence and terminate as specified herein, unless ~ <br /> otherwise sooner #exminated as provided vi this Agreement; provided, however, County shall <br /> be obligated to perform such duties as would normally extend beyond this term, including <br /> but not Iimited to, obligations with. respect to indemnif cation, audits, reporting and <br /> accotanting. <br /> 7~V. TERMINATION <br /> A. Either party may terminate this Agreement, without cause, upon ninety (90) <br /> days written notice given the other party. ; <br /> • I <br /> B. Either party may terminate this Agreement, upon thirty (30) days written ~ <br /> notice given the other party for material breach after faihire to resolve the breach pursuant to <br /> <br /> • the Dispute Resolution paragraph of this Agreement. <br /> C. The ri h#s <br /> g and remedies of County ax City provided m this Termmatton <br /> I <br /> x <br /> 7 s <br /> c <br /> 25D-21 ~ ~ <br /> <br />