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Agreement ~.~.~~ be determined and governed by the ~a~us of ~e State of a~ifarn~a. Both parties fisher agree that grange Jaunty, a~iforr~xa, shall be the venue far any action or proceeding that nay be brought or arise out of, xn connection with or ~ reason of this Agreement, ~. ~RAI'~ ~f a caul of competent ~urisdict~on declares any provision of this agreement or application thereof to any person or e~rcutances to be invalid ar if any pravis~an of this Agreement con#ravenes any Federal, State; or bounty statute, ordinance, or regulation, the remaining prov~s~ans of this Agreement- ar the app~~cation thereof` ~,~ remain valid, and the rernaing prosians ofthis Agreement shah remain fu~~ farce a~ud effect, and to that extent the pro~isians ofthis Agreement are severable. ~I. IND~PEI~'T ~~T~A~`~~ ount~ is, and sha~~- at a~~ thnes be deemed to be, an -independent contractor and ha~l~ . be -v~hally respansi~ble for the rnar~ner in h~ih ~t. performs the. services required of it by the . ternxs ofthis Agreement, County i entirely responsible far compensating staff and ~ - cvr~su~tants employed by County.. °This A~greement~ sha~~. not be. construed. as creating the re~~ationship of en~p~oyer and~en~playee or principal and agent, between Cain-t~. a~~ ~1 ar .any of County's employees, ~ agents; ar subcontractors, or principal and agent, between. ~ ~ - . ~ . - ~ounty and City or any of County's eniplayees,. Gaunt as~urnes exclusives the .. - Y responsibility for the acts. of its employees, agents yr subcontractors as they relate to the - . services to be provided during the course and sco e oftheir ens ~o ent. Coun its a eats en~playees, or subcontractor,- shall not be entitled to any rights or privileges of City e~nplayees and shall not be considered in any manner to be pity employees. ~ - - . ~- - The term ofthls Agreement shall camn~ence and terrnate as specled herein, unless otherwise sooner terminated as provided is Agreement; provided, however, County shall be obligated to perform such duties as would narn~ally extend beyond this term,. including but not limited to, obligations with respect to inden~nihcation, audits, reporting and accounting. ~, 'F~~II~A.TI ~. Either party may terminate this Agreement, without cause, upon ninety X90} days ~rritten notice given the other party. B. Either p may te.~~nt~,x~.g~rement, upon thirty ~~~~ days Witten notice given the other party far n~t~ial ~bre~:h~; ~ft~ `Failure to resolve the breach ursua.nt to the Dispute ~esalution paragraph ofthls Ag~'eernent. - . `~ ~ ~ x . C. The ghts and remedies of County or City provided in this Termination 7