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14. BREACH-SANCTIONS <br />If, through any cause, CITY fails to fulfill in a timely and proper manner any of <br />its obligations under this Agreement, or if CITY violates any of the terms and conditions of <br />this Agreement or any prior Agreement whereby COUNTY funds were received by CITY, or <br />if CITY reports inaccurately, or if an Audit Report makes disallowances, CITY shall <br />promptly remedy its acts or omissions or repay COUNTY all amounts spent in violation <br />thereof. For any such failures or violations, COUNTY shall have the right to: <br />a. Discontinue project support until such time as CITY fulfills its obligation <br />under this Agreement or any prior Agreement between COUNTY and <br />CITY; <br />b. Collect such outstanding amounts as are determined by COUNTY to be <br />due COUNTY from CITY; <br />c. Terminate this Agreement by giving written notice to CITY of such <br />termination and specifying the effective date thereof. <br />15. SOLE AGREEMENT <br />This Agreement expresses all the understandings of the parties concerning all <br />matters covered. No addition to or alteration of the terms of this Agreement shall be valid <br />unless made in the form of a written Amendment to this Agreement formally approved by the <br />parties hereto. Any addition or alteration of the Agreement may be subject to approval by <br />the COUNTY Board of Supervisors. <br />16. GOVERNING LAW AND VENUE <br />This Agreement has been negotiated and executed in the State of California and <br />shall be governed by and construed under the laws of the State of California. In the event of <br />any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be <br />a court of competent jurisdiction located in Orange County, California, and the parties hereto <br />agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil <br />Procedure 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 />6 <br />25F-8 <br />