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16. SEVERABILITY - In the event that anyone or more of the provisions contained in this Contract shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this Contract, and this Contract shall then be construed as if such unenforceable provisions are not a part hereof. 17. HEADINGS - Headings on the paragraphs of this Contract are for convenience and reference only, and the words contained therein shall in no way be held to expiain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Contract. 18. DUPLICATE EXECUTION - This Contract is executed in duplicate. Each signed duplicate shall have the force and effect of an original. 19. GOVERNING LAW - This Contract shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of any dispute shall be Orange County, California. 20. PRE-CONTRACT COSTS - Any costs incurred by AGENCY prior to DISTRICT receipt of a fully executed Contract shall be incurred solely at the risk of AGENCY. In the event that a formal contract is not executed, DISTRICT shall not be liable for any amounts expended in anticipation of a formal contract. Notwithstanding the foregoing, pre-contract cost expenditures authorized by this Contract may, in the District's sole discretion, be reimbursed in accordance with the cost schedule and payment provision of this Contract. 21. NOTICES - All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of (I) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (Iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: IF TO DISTRICT: Orange County Sanitation District P.O. Box 8127 Fountain Valley, CA 92728-8127 Attn: Board Secretary IF TO AGENCY: City of Santa Ana 220 S. Daisy Ave. Santa Ana, CA 92703 Attn: Ray Burke Any Party may, by written notice to the others, designate a different address, which shall be substituted for that specified above.