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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />1.0 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />part of CONTRACTOR. Exercise by ADMINISTRATOR of the right to <br />terminate this Agreement shall relieve COUNTY of all further <br />obligations under this Agreement. <br />44.2 Upon termination, or notice thereof, CONTRACTOR agrees <br />to cooperate with ADMINISTRATOR in the orderly transfer of <br />service responsibilities, active case records, and pertinent <br />documents. <br />44.3 The obligations of COUNTY under this Agreement are <br />contingent upon the availability of Federal and/or State funds, <br />as applicable, for the reimbursement of CONTRACTOR's <br />expenditures, and inclusion of sufficient funds for the services <br />hereunder in the budget approved by the Orange County Board of <br />Supervisors each fiscal year this Agreement remains in effect or <br />operation. In the event that such funding is terminated or <br />reduced, ADMINISTRATOR may immediately terminate this Agreement, <br />reduce COUNTY's maximum obligation, or modify this Agreement, <br />without penalty. The decision of ADMINISTRATOR will be binding <br />on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with <br />written notification of such determination. CONTRACTOR shall <br />immediately comply with ADMINISTRATOR's decision. <br />44.4 If any provision of this Agreement or the application <br />thereof is held invalid, the remainder of this Agreement shall <br />not be affected thereby. <br />45. GOVERNING LAW AND VENUE <br />This Agreement has been negotiated and executed in the State <br />of California and shall be governed by and construed under the <br />laws of the State of California. In the event of any legal <br />action to enforce or interpret this Agreement, the sole and <br />(WAM0313) <br />45 of 48 <br />25B-47 <br />(April 8, 2013)