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16. Further Assurances. Each Party to this Agreement shall at its own expense perform all acts and execute all <br />documents and instruments that may be necessary or convenient to carry out its obligations under this <br />Agreement. <br />17. Modifications. The terms and conditions of this Agreement may be modified or changed only by written <br />mutual consent of the Parties. <br />18. Notices. Any notices that either Party desires to or is required to give to the other Party or to any other person <br />shall be in writing and either served personally or sent by prepaid first class mail. Such notices shall be <br />addressed to the other Party at the address set forth below. Either Party may change its address by notifying the <br />other Party of the change of address. Notice shall be deemed communicated within seventy -two hours from the <br />date of mailing, if mailed as provided in this paragraph. <br />Santa Ana Unified School District City of Santa Ana <br />1601 East Chestnut Avenue 20 Civic Center Plaza, M -75 <br />Santa Ana, California 92701 P.O. Box 1988 <br />Attn: Assistant Superintendent, Santa Ana, CA 92702 <br />Facilities & Governmental Relations Attn: Executive Director - PRCS <br />19. Execution in Counterparts. This Agreement may be executed in counterparts such that the signatures may <br />appear on separate signature pages. A copy, or an original, with all signatures appended together, shall be <br />deemed a fully executed Agreement. <br />20. Interpretation. The language of all parts of this Agreement shall, in all cases, be construed as a whole, <br />according to its fair meaning, and not strictly for or against either Party. <br />21. Severability. Should all or any portion of any provision of this Agreement be held unenforceable or invalid for <br />any reason, but the remainder of the Agreement can be enforced without failure of material consideration to any <br />Party, then the remaining portions or provisions shall be unaffected. <br />22. Governing Law. This Agreement shall be governed by the laws of the State of California and venue shall be in <br />the appropriate Superior Court in Orange County, California. <br />23. Incorporation of Recitals and Exhibits. The Recitals and all Exhibits attached hereto, are hereby <br />incorporated herein and made a part of this Agreement by this reference. <br />24. Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation <br />of this Agreement. <br />25. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and supersedes all <br />prior negotiations, representations, or agreements, either written or oral. <br />26. Time of the Essence. Time is of the essence in the performance of each Party's respective obligations under <br />this Agreement. <br />27. Parties to Bear Their Own Costs. Except as specifically set forth in this Agreement, the Parties shall each <br />bear their own costs, including, without limitation, attorneys' and consultants' fees, incurred in connection with <br />any negotiations, strategic planning, analysis and due diligence relating to this Agreement. <br />28. Effective Date. This Agreement must be executed by both Parties and approved or ratified by the City's City <br />Council and the District's Board of Trustees. This Agreement shall be effective upon the latter date of approval <br />of either the City Council or the Board of Trustees. <br />Construction Reimbursement Agr — City of Santa Ana /SAUSD — Roosevelt- Walker Facilities 1/31/13 <br />Page 7 <br />