SANTA ANA UNIFIED SCHOOL DISTRICT (21)

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11.11 Counterparts. This Agreement and all amendments and supplements to it may be executed In counterparts, and all counterparts together shall be construed as one (1) document. 11.12 Captions. The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation hereof nor serve as evidence of the Interpretation hereof, or of the Intention of Parties. 11.13 Incorporation of Prior Agreements. This Agreement contains all of the agreements of Parties hereto with respect to the matters contained herein, and no prior agreement or understanding, written or verbal, pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended or added to except by an agreement In writing signed by Parties hereto or their respective successors in Interest. 11.14 Disputes. A dispute which cannot be resolved by Parties' representatives shall be submitted to binding arbitration pursuant to the auspices and real estate transaction rules of the American Arbitration Association. The arbitrator's fees shall be divided equally between Parties. If a dispute Is unresolved after arbitration, any actions or proceedings arising under, growing out of, or in any way related to this Agreement shall be instituted and prosecuted only in courts located in the County in which the Property is located In the State of California, and each Party expressly waives its right, under part 11, title IV of the California Code of Civil Procedure, to cause any such actions or proceedings to be instituted or prosecuted elsewhere. 11.15 Time. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act orgive any notice with respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which Is not a Saturday, Sunday or state or national holiday. 11.16 Severabillty. The unenforceabillty, invalidity, or illegality of any provision of this Agreementshall not render the other provisions hereof unenforceable, invalid or Illegal. 11.17 Review of Form of Agreement. Submission of this instrument for examination or signature by City or Seller does not constitute an agreement to purchase all, or any portion of, the Property, and it is not effective as an Agreement, or otherwise, until approval, execution and delivery by City and Seller. 11.18 Survival of Warranties, Covenants, and obligations. The warranties, covenants, and obligations of City and Seller under the provisions of this Agreement to the extent the same have not been fully performed, and excepting those covenants and obligations which have been extinguished by the expiration of a specified period of time, shall survive the Close of the Escrow through which the purchase Is consummated. 12,19 Incorporation of Recitals and Exhibits. The Recitals and each exhibit attached hereto are hereby incorporated herein by reference. 11.20 Force Majeure. If either Party is unable, In whole or in part, to perform its obligations under this Agreement, by reason of the occurrence of fire, casualty, unavoidable accident, failure of usual source of supply, strike, labor conditions, lockouts, war, acts of God, the enactment of any Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site Page 12