SANTA ANA UNIFIED SCHOOL DISTRICT (11)

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approval, which shall not be unreasonably withheld. The District or its agents or representatives shall meet and confer with the City prior to fmalizing construction work on the Facilities, and at reasonable intervals during the development process. B. The District shall not be obligated to incur any expenses or be obligated by a third party contract to start the design or construction of the Facilities until the City gives the District notice that it has received from the State a certain sum of Prop. 84 funds that will be available for design and construction of the Facilities, and that the District has reasonably determined are sufficient funds available to start or continue with design or construction of the Facilities. City shall provide the District with notice of each Prop. 84 disbursement received for use on the Facilities. C. The City acknowledges that the District is undertaking design and construction of the Project. The Facilities shall be constructed substantially to conform with the Scope of Development attached hereto as Exhibit A, and incorporated herein by reference, unless modified by written agreement be~en the Parties. 2. Payment for Construction of the Facilities. A. The City shall reimburse District for the cost to design and construct the Facilities for a not to exceed amount of Four-Million, Four Hundred Thousand Dollars ($ 4,400,000.00). The City shall pay invoices submitted by the District within thirty (30) days following receipt evidencing the work performed subject to receipt of Prop. 84 funds from the State. City is obligated to make any such reimbursement only to the extent City receives Prop. 84 funds for design and construction of the Facilities. B. The Contractor has agreed to separately invoice for its construction of the Facilities so that the City can reimburse only the construction of the Facilities part of the Project. C. The Parties agree to take all reasonable actions to cooperate to enforce the provisions in this Agreement, including this provision, if other third party agencies, including the State of California or the County of Orange, attempt to interpret this Agreement, including these provisions, contrary to the language herein. 3. Record Drawinl!:s/Plans for Facilities. District will provide to City a set of record drawings of the Facilities and copies of all contractor-supplied use manuals and warranty information, as applicable. 4. Term/Termination. A. This Agreement shall begin on the date first stated above and terminate on December 31, 2012. Except as indicated herein, neither Party may terminate this Agreement. B. If the City breaches this Agreement in any material way, the District may elect to provide written notice to the City of the breach(es). If the City does not cure the breach(es) within ten (10) days of receipt of the notice by paying all overdue funds, the District may terminate this Agreement by providing written notice oftermination to the City. C. If the District breaches this Agreement in any material way, the City may elect to provide written notice to the District of the breach(es). If the District does not cure the breach(es) within ten (10) days of receipt of the notice, the City may terminate this Agreement by providing written notice of termination to the District. District shall be liable to City for all costs, fees, expenses, and other damages the City incurs because of the District's breach(es). If a breach is not curable in ten (10) days, the District will provide the City notice thereof and so long as the District diligently works to cure the breach,the District will not be liable to the City thereon and the City may not terminate this Agreement based on that breach. D. The remedies in this paragraph are in addition to any additional remedies available at law or under this Agreement. A decision by a Party not to terminate this Agreement pursuant to this paragraph does not constitute a waiver of any other claims or remedies that Party may have against the other. 5. Indemnification and Cooperation in Claim Defense. Construction Reimbursement Agreement - City of Santa Ana/SAUSD - Willard Facilities Page 2 Ao