SANTA ANA UNIFIED SCHOOL DISTRICT (21)

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With a copy to: Philip J. Henderson, Esq. Serino Abrahamian, Esq. Orbach Huff & Henderson LLP 1901 Avenue of the Stars Suite 575 Los Angeles, CA 90067 Telephone: 310-788-9200 With a copy to: City of Santa Ana 20 Civic Center Drive Santa Ana, CA 92702 ATTN: John Funk, Chief Assistant City Attorney Email: ifunk@santa-ana.ore Telephone: (714) 647-5217 Any notice personally given or sent by electronic transmission shall be effective upon receipt, Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice given by mail shall be effective three (3) days after deposit in the United States mail. 11.5 Entire Agreement of City and Seller. This Agreement and the attached exhibits constitute the entire Agreement between City and Seller and supersede all prior discussions, negotiations and Agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by City and Seller. 11.6 California Law. This Agreement shall be governed by and the rights, duties and obligations of City and Seller shall be determined and enforced in accordance with the laws of the State of California. 11.7 Attorneys' Pees. If either City or Seller files any action or brings any proceedings against the other arising out of this Agreement, or is made a party to any action or proceeding brought by the Title Company, then, as between City and Seller, the prevailing party shall be entitled to recover; in addition to its costs of suit and damages, reasonable attorneys' fees to be fixed by the court. The "Prevailing Party" shall be the entity that Is entitled to recover its costs of suit, whether or not suit proceeds to final judgment. No sum for attorneys' fees shall be counted in calculating the amount of a Judgment for purposes of determining whether the prevailing party is entitled to its costs or attorneys' fees. 11.8 Waiver. No waiver of any provision of this Agreement shall be considered a waiver of any other provision or of any subsequent breach of the same or any other provision, including the time for performance of any such provision, The exercise by City or Seller of any remedy provided in this Agreement or at law shall not prevent the exercise by that entity of any other remedy provided in this Agreement or at law or in equity. 11.9 0inding Agreement. This Agreement shall be binding upon and inure to the benefit of City and Seller hereto and their respective heirs, legal representatives, successors, and assigns. 11.10 Assignment, Neither City nor Seller may assign, transfer or convey its rights or obligations under this Agreement without the prior written consent of the other Party to this Agreement, and then only if assignee assumes in writing all of the prior Party's obligations hereunder; provided, however, neither City nor Seiler shall be released from its obligations hereunder by reason of such assignment. Purchase and Sale Agreement -Santa Ana Unified School District -City of Santa Ana -Water Tower Site Page 12