SANTA ANA UNIFIED SCHOOL DISTRICT (11)

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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 of either the City Councilor the Board of Trustees. 28. Terms ReQuired Based on Proposition 84 Fundinl!. The follo~ng terms are made a part of this Agreement, as required by the Parties participation in and use of funds from the Prop. 84 grant program. A. Project Administration. 1. District shall comply with all applicable current laws and regulations affecting acquisition and development projects, including but not limited to, legal requirements for construction contracts, building codes, health and safety codes, and laws and codes pertaining to individuals with disabilities, including by not limited to the Americans With Disabilities Act of 1990 (42 U.S.C.9 12101 et. seq.) and the California Unruh Act (California Civil Code 951 et. seq.) 2. The California Department of Parks and Recreation (hereinafter "DPR") and/or City shall have the right to inspect all property or facilities developed or constructed with Prop. 84 grant funding. District shall make said property available for inspection upon 24-hour notice from DPR or City. 3. District agrees that final payment may not be made until the work required to complete the Facilities, as described in City's Grant Application, is complete. B. Project Termination. Because the benefit to be derived by the City from the full compliance by the District with the terms of this Agreement, is the preservation, protection and net increase in the quantity and quality of parks, public recreation facilities, opportunities and/or historical resources available to the people of the State of California and because such benefit exceeds to an immeasurable and unascertainable extent, the amount of money furnished through Prop. 84 grant monies under the provisions of this Agreement, the District agrees that payment by the District to the State and/or City of an amount equal to the amount ofthe Grant Monies disbursed under this Agreement by the City would be inadequate compensation for any breach by the District of this Agreement. The District further agrees therefore, that in addition to compensatory damages, the appropriate remedy in the event of a breach of this Agreement by the District shall be the specific performance of this Agreement, unless otherwise agreed to by the City or unless prohibited by applicable law. C. Budget Contingency Termination or Revision Clause. If Prop. 84 funding for the Facilities is reduced or deleted by the State of California, the City shall immediately provide notice to the District and shall have the option to either cancel this contract with no liability occurring to the City, provide an alternative funding source for construction of the Facilities or offer a contract amendment to District to reflect a reduced grant amount provided by the DPR. This reduction shall not require mutual agreement of the parties. 29. Financial Records. 1. The District shall maintain satisfactory financial accounts, documents and records for the project and make them available to the DPR and/or City for auditing at reasonable times. The District also agrees to retain such financial accounts, documents and records for five years following project termination or final payment, whichever is later. Construction Reimbursement Agreement - City of Santa Ana/SAUSD - Willard Facilities Page 5 :.