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<br />. <br /> <br />. <br /> <br />1 immediately terminate this Agreement. reduce COUNTY's maximum obligation. or <br />2 modify this Agreement. without penalty. The decision of ADMINISTRATOR shall <br />3 be binding on CONTRACTOR. ADMINISTRATOR shall provide CONTRACTOR with written <br />4 notification of such determination. CONTRACTOR shall immediately comply with <br />5 ADMINISTRATOR's decision. <br />6 38. GOVERNING LAW AND VENUE <br />7 This Agreement has been negotiated and executed in the state of <br />8 California and shall be governed by and construed under the laws of the state <br />9 of California. In the event of any legal action to enforce or interpret this <br />10 Agreement. the sole and exclusive venue shall be a court of competent <br />11 jurisdiction located in Orange County. California. and the parties hereto <br />12 agree to and do hereby submi t to the juri sdi cti on of such court. <br />13 notwithstanding Code of Civil Procedure Section 394. Furthermore. the parties <br />14 specifically agree to waive any and all rights to request that an action be <br />15 transferred for trial to another county. <br />16 39. SIGNATURE IN COUNTERPARTS <br />17 The parties agree that separate copies of this Agreement may be signed <br />18 by each of the parties and this Agreement will have the same force and effect <br />19 as if the original had been signed by all the parties. <br />20 III <br />21 III <br />22 III <br />23 III <br />24 III <br />25 III <br />26 III <br />27 III <br />28 III <br /> <br />(WBC0406) <br /> <br />36 of 37 <br /> <br />(4/19/2006) <br />