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11.12 Captions. The captions contained in this Agreement are for convenience only and shall not in any
<br />way affect the meaning or interpretation hereof nor serve as evidence of the interpretation
<br />hereof, or of the intention of Parties.
<br />11.13 incorporation of Prior Agreements. This Agreement contains all of the agreements of Parties
<br />hereto with respect to the matters contained herein, and no prior agreement or understanding,
<br />written or verbal, pertaining to any such matter shall be effective for any purpose. No provision
<br />of this Agreement may be amended or added to except by an agreement in writing signed by
<br />Parties hereto or their respective successors in interest.
<br />11.14 Disputes. A dispute which cannot be resolved by Parties' representatives shall be submitted to
<br />binding arbitration pursuant to the auspices and real estate transaction rules of the American
<br />Arbitration Association. The arbitrator's fees shall be divided equally between Parties. If a dispute
<br />is unresolved after arbitration, any actions or proceedings arising under, growing out of, or in any
<br />way related to this Agreement shall be instituted and prosecuted only in courts located in the
<br />County in which the Property is located in the State of California, and each Party expressly waives
<br />its right, under part II, title IV of the California Code of Civil Procedure, to cause any such actions
<br />or proceedings to be instituted or prosecuted elsewhere.
<br />11.15 Time. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and
<br />state or national holidays, unless the period of time specifies business days, provided that if the
<br />date or last date to perform any act or give any notice with respect to this Agreement shall fall on
<br />a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or
<br />given on the next succeeding day which is not a Saturday, Sunday or state or national holiday.
<br />11.16 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall
<br />not render the other provisions hereof unenforceable, invalid or illegal.
<br />11.17 Review of Form of Agreement. Submission of this instrument for examination or signature by
<br />City or Seller does not constitute an agreement to purchase all, or any portion of, the Property,
<br />and it is not effective as an Agreement, or otherwise, until approval, execution and delivery by
<br />City and Seller.
<br />11.18 Survival of Warranties, Covenants, and Obligations. The warranties, covenants, and obligations
<br />of City and Seller under the provisions of this Agreement to the extent the same have not been
<br />fully performed, and excepting those covenants and obligations which have been extinguished by
<br />the expiration of a specified period of time, shall survive the Close of the Escrow through which
<br />the purchase is consummated.
<br />11.19 Incorporation of Recitals and Exhibits. The Recitals and each exhibit attached hereto are hereby
<br />incorporated herein by reference.
<br />11.20 Force Majeure. If either Party is unable, in whole or in part, to perform its obligations under this
<br />Agreement, by reason of the occurrence of fire, casualty, unavoidable accident, failure of usual
<br />source of supply, strike, labor conditions, lockouts, war, acts of God, the enactment of any
<br />Federal, State, or municipal law or ordinance, or the issuance of any executive or judicial order,
<br />whether Federal, State, or municipal, or of any other legally constituted authority, or any other
<br />cause not within the control of Party claiming relief notwithstanding the exercise of due diligence,
<br />Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site
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