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made for services not subsequently performed in a timely and satisfactory manner, and (2) costs <br />incurred by City in obtaining substitute performance. <br />D. The grant of funds under this Agreement may be terminated for convenience in <br />accordance with 24 CFR 85.44. <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 telefacsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />To City: <br />Clerk 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 />telefacsimile (714) 647-6956 <br />With courtesy copies to: <br />Community Development Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-25) <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />telefacsimile (714) 647-6549 <br />and, <br />