SANTA ANA UNIFIED SCHOOL DISTRICT (26)

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respect to such matters. This Agreement may be amended or otherwise modified,in each case,only by a written instrument duly approved,signed,and delivered by both Parties. Section 8.3 Waiver. No waiver by a Party of any provision of this Agreement shall be binding or enforceable unless it is set forth in writing and has been duly approved and signed by the waiving Party. The failure of a Party to seek redress for violation of,or to insist upon,the strict performance of any term or condition of this Agreement,shall not be deemed a waiver by that Party of such term or condition,or prevent a subsequent similar act from again constituting a violation of such term or condition. Section 8.4 Notice. Each notice or demand given pursuant to this Agreement(each a"Notice") must be in writing and delivered by:(i)personal service;(Ii)registered or certified U.S.Mail,return receipt requested, and postage prepaid; (iii) FedEx, UPS, or other reliable private delivery service, signature on delivery receipt required and delivery charges prepaid; or (iv) electronic mail (i.e., email) transmission (with original of the Notice deposited into the U.S. mall, first-class postage prepaid, within twenty-four hours after transmission). Notices: (i) must be addressed and sent to the applicable person(s) and address(es) specified for purposes of Notice in Exhibit B to this Agreement; and (ii) shall be deemed to have been given or served only upon actual receipt by the recipient. As an additional condition to sending a Notice by email,the reference (or"re") line must be specified as"NOTICE:AGREEMENT FOR PARTNER SERVICES." Because email addresses are subject to change more frequently than physical addresses, if a Notice Is to be sent by email, and unless the sender has actual knowledge of the then-current correct email address of each intended recipient,the sender must call and verify the then-current email address of each intended recipient prior to sending the Notice,or must use some other method of delivering the Notice. A Party may change Its address or other contact information for purposes of this Section by written notice in accordance with this Section. This Section shall not be deemed or construed to apply to: (i)communications between the Parties for purposes of the day-to-day administration of this Agreement; or(II)service of process in accordance with any applicable law or rule of court. Section 8.5 Severability. If a court of competent jurisdiction determines that any term, condition,or provision of this Agreement is invalid,void or unenforceable,the remaining provisions shall nevertheless continue in full force and effect, and shall not be affected, impaired or Invalidated in any way. Section 8.6 Exhibits and Recitals. Any and all recitals set forth herein and any and all exhibits attached hereto are hereby incorporated as operative and effective provisions of this Agreement. Section 8.7 Fair and Reasonable interpretations. Each Party acknowledges that, prior to the Effective Date, that Party has received, or had unqualified opportunities to receive, independent advice from its own legal counsel regarding meaning of the provisions herein and the advisability of entering into this Agreement. Therefore,the provisions of this Agreement shall be Interpreted based on their fair and reasonable meanings,and not for or against a Party based on whether that Party or its legal counsel was primarily responsible for drafting this Agreement or any particular provision herein. Section 8.8 Headings and Captions. The headings and captions set forth in this Agreement are for the convenience of the reader only and shall not be deemed to establish,define,or limit the meaning of any Section or other provision. District Agreement Number:24/25-072 Page 11 Requested Department:Multiple Sites