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Agreement No. D08-042 <br />acceptable to County. During this period before the effective termination date, City and County <br />shall meet to attempt to resolve any dispute. <br />I. Breach The failure of the City to comply with any of the terms and conditions of <br />this Agreement or the Proposition 1 B Requirements shall be a material breach of this Agreement. <br />J . Binding Obligation The Parties to this Agreement represent and warrant that this <br />Agreement has been duly authorized and executed and constitutes the legally binding obligation of <br />their respective organization or entity enforceable in accordance with its terms. <br />K. Governing Law and Venue This Agreement has been negotiated and executed in <br />the State of California and shall be governed by and construed under the laws of the State of <br />California. In the event 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 County, California, and <br />the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding <br />Code of Civil Procedure, Section 394. <br />L. Attorney's Fees In any action or proceeding to enforce or interpret any provision of <br />this Agreement, or where any provision hereof is validly asserted as a defense, each party shall bear <br />its own attorney's fees, costs and expenses. <br />M. Waiver of Ju Trial Each Party acknowledges that it is aware of and has had the <br />opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each <br />Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly <br />waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought <br />by any Party hereto against the other (and/or against its officers, directors, employees, agents, or <br />subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any <br />way connected with this Agreement and/or any other claim of injury or damage. <br />Page 5 of 6 <br />25H-7 <br />