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<br /> <br /> <br /> I1 43,2 Upon termination, or notice thereof, CONTRACTOR agrees to <br /> <br /> <br /> <br /> <br /> <br /> <br /> 2 cooperate with ADMINISTRATOR in the orderly transfer of service <br /> 3 responsibilities, active case records, and pertinent documents. <br /> <br /> 4 43.3 The obligations of COUNTY under this Agreement are contingent upon <br /> 5 the availability of Federal and/or State funds, as applicable, for the <br /> <br /> 6 reimbursement of CONTRACTOR's expenditures, and inclusion of sufficient funds <br /> 7 for the services hereunder in the budget approved by the Orange County Board <br /> <br /> 8 of Supervisors each fiscal year this Agreement remains in effect or operation. <br /> 9 In the event that such funding is terminated or reduced, ADMINISTRATOR may <br /> I <br /> 10 immediately terminate this Agreement, reduce COUNTY's maximum obligation, or <br /> i <br /> 11 modify this Agreement, without penalty. The decision of ADMINISTRATOR will be <br /> 12 binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written <br /> 13 notification of such determination. CONTRACTOR shall immediately comply with <br /> <br /> 14 ADMINISTRATOR's decision. <br /> 15 43.4 If any provision of this Agreement or the application thereof is <br /> <br /> 16 held invalid, the remainder of this Agreement shall not be affected thereby. <br /> 17 44. GOVERNING LAW AND VENUE <br /> <br /> 18 This Agreement has been negotiated and executed in the State of <br /> 19 California and shall be governed by and construed under the laws of the State j <br /> <br /> 20 of California. In the event of any legal action to enforce or interpret this ' <br /> 21 Agreement, the sole and exclusive venue shall be a court of competent <br /> <br /> 22 jurisdiction located in Orange County, California, and the parties hereto j <br /> 23 agree to and do hereby submit to the jurisdiction of such court, <br /> <br /> 24 notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties <br /> <br /> 25 specifically agree to waive any and all rights to request that an action be <br /> 26 transferred for trial to another county. <br /> <br /> 27 45. SIGNATURE IN COUNTERPARTS <br /> 28 The parties agree that separate copies of this Agreement may be signed <br /> i <br /> <br /> (WAM0811) 38 of 40 (December 22, 2011) <br /> <br /> 20B-40 <br />