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Agreement No. D09-055 <br />breach; <br />2. Discontinue all Prop. 1B Fund allocations during the period in which the City is <br />in breach; and/or <br />3. Offset Prop. 1B Fund allocations against any invoices billed by the City. <br />A breach of this Agreement by City may be grounds to not include City in future allocations of <br />the Prop. 1 B Funds, as determined by the County. <br />J. Binding Obli ag tion The Parties to this Agreement represent and warrant that this <br />Agreement has been duly authorized and executed and constitutes the legally binding obligation <br />of 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, <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 />L. Attorney's Fees In any action or proceeding to enforce or interpret any provision <br />of this Agreement, or where any provision hereof is validly asserted as a defense, each party <br />shall bear its own attorney's fees, costs and expenses. <br />M. 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 <br />of injury or damage. <br />/// <br />/1/ <br />/// <br />/// <br />/// <br />/// <br />/// <br />/// <br />/// <br />/// <br />/// <br />/// <br />Page 5 of 7 <br />25C-12 <br />