ORANGE, COUNTY OF (5) - 2009 - Laserfiche WebLink

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Agreement No.D09 -032 reports and /or statements authorized or required by this Agreement, addressed in any other fashion shall be deemed not given. ! 4.8 Termination County may terminate this Agreement for any reason provided that City has not awarded any project on which its CAP allocation will be expended. After City has awarded a project on which its CAP allocation will be expended, County may terminate this Agreement if City is in breach of this Agreement. Any such termination shall be accomplished by delivery to City a Notice of Termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which CAP funding is terminated, arid the date upon which the termination is effective. 4.9 Breach The failure of City to comply with any of the terms and conditions of this Agreement shall be a material breach of this Agreement. A breach of this Agreement by City may be grounds to not include City in future allocations of City Aid Program, as determined by County. 4.10 Waiver of Jury Trial, Each Party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and /or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and /or any other claim of injury or damage. 4.1.1 Attorney's Fees In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the Parties shall bear their own attorney's fees, costs and expenses. 4.12 Governing Law & Venue This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be 'a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. /f 1/ Page 5 of '6