55C - RESOLUTION AND AGREEMENT PUBLIC AGENCY RETIREMENT SVCS

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20. Term of Agreement. This Agreement shall remain in effect for the period beginning December 19, 2011 and ending December 31, 2014 ("Term"). This Agreement will continue unchanged for successive twelve month periods following the Term unless either party gives written notice to the other party of the intent to terminate prior to ninety (90) days before the end of the Term. 21. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. 22. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement. In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the remaining terms, conditions and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such term or condition. 23. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement the prevailing party herein shall be entitled to receive its reasonable attorney's fees. 24. Counterparts. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. 25. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 26. Effective Date. This Agreement shall be effective and control the obligations and duties of the parties hereto as of the date first above written. AGENCY: BY: TITLE: Executive Director of Finance and Management Services DATE: PARS: BY: TITLE: DATE: Page 5 55C-11