SANTA ANA UNIFIED SCHOOL DISTRICT (7) -2010

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construction of Project, including the MPR/CC. The District's contracting with others shall not alter the District obligations pursuant to this Agreement. 14. Successors and Assigns. This Agreement shall bind the successors and assigns of the Parties hereto. 15. Further Assurances. Each Party to this Agreement shall at its own expense perform all acts and execute all documents and instruments that may be necessary or convenient to carry out its obligations under this Agreement. 16. Modifications. The terms and conditions of this Agreement may be modified or changed only by written mutual consent of the Parties. 17. Notices. Any notices that either Party desires to or is required to give to the other Party or to any other person shall be in writing and either served personally or sent by prepaid first class mail. Such notices shall be addressed to the other Party at the address set forth below. Either Party may change its address by notifying the other Party of the change of address. Notice shall be deemed communicated within seventy-two hours from the date of mailing, if mailed as provided in this paragraph. Santa Ana Unified School District City of Santa Ana 1601 East Chestnut Avenue 20 Civic Center Plaza, M-25 Santa Ana, California 92701 P.O. Box 1988 Attn: Assistant Superintendent, Santa Ana, CA 92702 Facilities & Governmental Relations Attn: Deputy City Manager 18. Execution in Counterparts. This Agreement may be executed in counterparts such that the signatures may appear on separate signature pages. A copy, or an original, with all signatures appended together, shall be deemed a fully executed Agreement. 19. Interpretation. The language of all parts of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against either Party. 20. Severability. Should all or any portion of any provision of this Agreement be held unenforceable or invalid for any reason, but the remainder of the Agreement can be enforced without failure of material consideration to any Party, then the remaining portions or provisions shall be unaffected. 21. Governing Law. This Agreement shall be governed by the laws of the State of California and venue shall be in the appropriate Superior Court in Orange County, California. 22. Incorporation of Recitals and Exhibits. The Recitals and all Exhibits attached hereto, are hereby incorporated herein and made a part of this Agreement by this reference. 23. Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 24. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior negotiations, representations, or agreements, either written or oral. 25. Time of the Essence. Time is of the essence in the performance of each Party's respective obligations under this Agreement. 26. Parties to Bear Their Own Costs. Except as specifically set forth in this Agreement, the Parties shall each bear their own costs, including, without limitation, attorneys' and consultants' fees, incurred in connection with any negotiations, strategic planning, analysis and due diligence relating to this Agreement. 27. Effective Date. This Agreement must be executed by both Parties and approved or ratified by the City's City Council and the District's Board of Trustees. This Agreement shall be effective upon the latter date of approval Initial Financing Agreement - City of Santa Ana/SAUSD - MPR/CC Page 4