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approved expenses incurred to the effective date of termination <br />B. This Agreement may be suspended or terminated by City upon five (5) days' written <br />notice for violation by Consultant of Federal Laws governing the use of the IMLS grant funds. In <br />the event of such suspension or termination, Consultant shall only be entitled to reimbursement for <br />approved expenses incurred up to the effective date of suspension or termination. <br />C. In the event Consultant defaults by failing to fulfill all or any of its obligations <br />hereunder, City may declare a default and termination of this Agreement by written notice to <br />Consultant, which default and termination shall be effective on a date stated in the notice which is to <br />be not less than ten (10) days after certified mailing or personal service of such notice, unless such <br />default is cured before the effective date of termination stated in such notice. If terminated for <br />cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result <br />of the termination thereof, including the payment of money, except for payment for approved <br />expenses incurred for services satisfactorily and timely performed prior to the mailing or service of <br />the notice of termination, and except for rennbursement of (1) any payments made for services not <br />subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in <br />obtaining substitute performance. <br />10. VENUE /JURISDICTION <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />11. VALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect <br />the validity of any other provision of this Agreement. <br />12. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first <br />class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication <br />in the manner provided in this Section, to the following persons: <br />To City: Cleric of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />P.O. Box 1988 . <br />Santa Ana, California 92702 -1988 <br />