25L - AGMT - JOINT USE MONTE VISTA ELEMENTARY AND JEROME

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provision of this Agreement shall be invalid under the applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision, or the remaining provisions of this Agreement. This Agreement has been made and entered into in the State of California and the laws of that State shall govern the validity and interpretation hereof and the Parties' performance hereunder. 8. AMENDMENTS. This Agreement sets forth the entire understanding between the Parties with respect to the subject matter of this Agreement. Any modifications must be in the form of a written amendment agreed to by both Parties. 9. REMEDIES FOR BREACH. Any default in the performance of any terms or conditions of this Agreement, by either party, shall constitute a breach of this Agreement. The non-defaulting party shall provide thirty (30) day written notification to cure each and every breach identified in the notification. In the event that the defaulting party fails to cure its default within such period of time, the non-defaulting party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at IE w, in equity, or under this Agreement. The failure of a party to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement. Any dispute as to the existence of a material breach, the acceptability of a cure for each alleged breach, or the appropriate remedy for each and every material breach of this Agreement shall be resolved by mediation and/or arbitration by a mediator/arbitrator agreeable to both Parties. Arbitration of disputes as to material breach of this Agreement shall be final and binding as the exclusive remedy for enforcement of the rights and responsibilities of all Parties. 10. BINDING EFFECT AND NONASSIGNABILITY. This Agreement and all the terms, covenants, conditions, and agreements herein contained shall be binding upon and inure to the benefit of the Parties hereto and their respective successors. This Agreement shall not be assignable by either Party. 11. TERMINATION. Either party may terminate this Agreement, at will, with 60 days prior written notice to the other party. /// MonteVista JtUse 6/19/12 25L-7