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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <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 />reimbursement of CONTRACTOR's expenditures, and inclusion of sufficient funds <br />for the services hereunder in the budget approved by the Orange County Board <br />of Supervisors each fiscal year this Agreement remains in effect or operation. <br />In the event that such funding is terminated or reduced, ADMINISTRATOR may <br />immediately terminate this Agreement, reduce COUNTY's maximum obligation, or <br />modify this Agreement, without penalty. The decision of ADMINISTRATOR will be <br />binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written <br />notification of such determination. CONTRACTOR shall immediately comply with <br />ADMINISTRATOR's decision. <br />43.5 If any term, covenant, condition, or provision of this Agreement <br />or the application thereof is held invalid, void, or unenforceable, the <br />remainder of the provisions in this Agreement shall remain in full force and <br />effect and shall in no way be affected, impaired, or invalidated thereby. <br />44. GOVERNING LAW AND VENUE <br />This Agreement has been negotiated and executed in the State of <br />California and shall be governed by and construed under the laws of the State <br />of California, without reference to conflict of law provisions. In the event <br />of any legal action to enforce or interpret this Agreement, the sole and <br />exclusive venue shall be a court of competent jurisdiction located in Orange <br />County, California, and the parties hereto agree to and do hereby submit to <br />the jurisdiction of such court, notwithstanding Code of Civil Procedure <br />Section 394. Furthermore, the parties specifically agree to waive any and all <br />rights to request that an action be transferred for trial to another county. <br />45. SIGNATURE IN COUNTERPARTS <br />The parties agree that separate copies of this Agreement may be signed by each <br />of the parties, and this Agreement will have the same force and effect as if <br />the original had been signed by all the parties. <br />(WRR0216) Page 41 of 43 (April 4, 2017) <br />