SANTA ANA UNIFIED SCHOOL DISTRICT (11)

Home Browse Search

12. Force Maieure. Neither Party shall be held responsible or liable for an inability to fulfill any obligation under this Agreement by reason of an act of God, natural disaster, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disturbance, riot, or terrorism ("Force Majeure"). Any Party relying on a Force Majeure shall give the other Party reasonable notice thereof, and the Parties shall use their best efforts to minimize potential adverse effects from such Force Majeure, including, without limitation, subcontracting the obligations of the Party claiming such Force Majeure to a third party and extending the time periods for performance. 13. Assil!nment. Neither Party may, without the other Party's prior written consent, assign its rights or delegate its duties pursuant to this Agreement. This provision does not apply to the District's contracting with contractor(s), consultant(s), or others to perform services or provide other items related to the planning, approval, design, or construction of Project, including the Facilities. The District's contracting with others shall not alter the District obligations pursuant to this Agreement. ~ 14. Successors and Assil!ns. 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 1601 East Chestnut Avenue Santa Ana, California 92701 Attn: Assistant Superintendent, Facilities & Governmental Relations City of Santa Ana 20 Civic Center Plaza, M-75 P.O. Box 1988 Santa Ana, CA 92702 Attn: Executive Director - PRCS 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. Severabilitv. 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. Governinl! 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 Al!reement. This Agreement constitutes the entire Agreement between the Parties and supersedes all Construc.tion Reimbursement Agreement - City of Santa Ana/SAUSD - Willard Facilities Page 4 ~...:. - ~