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Agreement No,D09-032 <br />reports and/or statements authorised or required by this Agreement, addressed in any other <br />fashion shall. be deemed not given. <br />4.8 'Termination County may terminate this Agreement for any reason provided <br />that City has not awarded any project an which its CAP allocation will be expended. After City <br />has awarded a project on which its CAP allocation will be expended, County may terminate this <br />Agreement ii' City is in breach of` this Agreement. Any such termination shall be accomplished <br />by delivery to City a Notice of Termination, which notice shall become effective not less than <br />thirty (30) days after receipt, spccif`ying the reason for the termination, the extent to which CAP <br />funding is terminated, and the date upon which the termination is effective. <br />4.9 Breach The failure of City to comply with any of the terms and conditions of <br />this Agreement shall be a material breach of this Agreement. A breach of` this Agreement by <br />City may be grounds to not include City in future allocations of City Aid Program, as determined <br />by County. <br />4.10 Waiver of Jury Trial Each Party acknowledges that it is aware of and has had <br />the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, <br />and each Party, for itself and its successors, creditors, and assigns, does hereby expressly and <br />knowingly waive and release all such rights to trial by .jury in any action, proceeding or <br />counterclaim brought by any Party hereto against the other (and/or against its officers, directors, <br />employees, agents, or subsidiary or affiliated entities) on or with regard to any matters <br />whatsoever arising out of or in any way connected with this Agreement and/or any other claim of <br />injury or damage. <br />4.11 Attorney's Fees In any action or proceeding to enforce or interpret any <br />provision of this Agreement, or where any provision hereof is validly asserted as a defense, the <br />Parties shall bear their own attorney's fees, costs and expenses. <br />4.12 Governing Law & Venue This Agreement has been negotiated and executed <br />in 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, <br />and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, <br />notwithstanding Code of Civil Procedure Section 394. <br />// <br />// <br />r/ <br />Page 5 of 6 <br />25C-7 <br />