SANTA ANA UNIFIED SCHOOL DISTRICT (SAUSD) (2) -2012

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11. Attorneys' Fees. If either Party files any action or brings any proceedings against the other arising out of this Agreement, the Prevailing Party (as defined below) shall be entitled to recover, in addition to its costs of suit and damages, reasonable attorneys' fees to be fixed by the court. The "Prevailing Party" shall be the Party who is entitled to recover its costs of suit, whether or not suit proceeds to final judgment. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining whether a Party is entitled to its costs or attorneys' fees. 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. Assignment. 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 MPR/CC. The District's contracting with others shall not alter the District obligations pursuant to this Agreement. 14. Successors and Assigns. 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 City of Santa Ana 1601 East Chestnut Avenue 20 Civic Center Plaza, M -25 Santa Ana, California 92701 P.O. Box 1988 Attn: Assistant Superintendent, Santa Ana, CA 92702 Facilities & Governmental Relations Attn: Deputy City Manager 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. Severability. 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. Governing 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. Construction Reimbursement Agreement — City of Santa Ana /SAUSD — MPR/CC 8 -28 -12 Page 4