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with Government Code section 4529.12 and Education Code section 17406 and consistent with the federal rules of procurement. C. The City acknowledges that the District is undertaking design and construction of the Project. The MPR/CC shall be constructed substantially to conform with the Scope of Work attached hereto as Exhibit A, and incorporated herein by reference. 2. Payment for Construction of the MPR/CC. A. The City shall pay for a portion of the cost to construct the MPR/CC for the not to exceed amount of $2,375,000.00, which is part of a broader contract covering the Garfield Elementary School site awarded to the Contractor. It is acknowledged that there may be change orders which may necessitate District board and City Council approval, subject to the Parties respective contracting procedures. The City shall make payment within thirty (30) days following receipt of a proper invoice and documentation detailing the work performed. B. The District agrees to ensure that the Contractor separately invoices for its construction of the MPR/CC and associated site work so that the City can reimburse the construction costs specifically for the MPR/CC and agreed upon site work. 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, if including these provisions, contrary to the language herein. 3. Record Drawines/Plans for MPR/CC. District will provide to City a set of record drawings of the MPR/CC and copies of all contractor-supplied use manuals and warranty information, as applicable. 4. Term/Suspension and Termination. A. This Agreement shall begin on the date first stated above and terminate on , 20 B. Either Party may terminate this Agreement for its own convenience until construction has started. In the event of such a termination for convenience by City or of a termination for convenience in accordance with 24 CFR 85.44, District may invoice City and City shall pay its portion for all work and/or services performed until the City's notice of termination for convenience. Neither Party may terminate for convenience once physical construction of the MPR/CC begins. C. 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 of termination to the City. City shall be liable to District for all costs, fees, expenses, and other damages the District incurs because of the City's breach(es). D. 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). (See 24 CFR 85.43). E. 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. A. District shall indemnify, save, protect, defend and hold harmless the City, its officers, agents and Draft Construction Reimbursement Agreement - City of Santa Ana/SAUSD - MPR/CC 8-28-12 Page 2 25H-6