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Santa Ana Unified School DISTRICT City of Santa Ana <br />1601 East Chestnut Avenue 20 Civic Center Plaza, M -25 <br />Santa Ana, California 92701 P.O. Box 1988 <br />Attn: Assistant Superintendent, Santa Ana, CA 92702 <br />Facilities & Governmental Relations Attn: Deputy City Manager <br />18. EXECUTION IN COUNTERPARTS. This Agreement may be executed in counterparts such that the <br />signatures may appear on separate signature pages. A copy, or an original, with all signatures appended together, <br />shall be deemed a fully executed Agreement. <br />19. 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 />20. SEVERABILITY. Should all or any portion of any provision of this Agreement be held unenforceable or <br />invalid for any reason, but the remainder of the Agreement can be enforced without failure of material consideration <br />to any Party, then the remaining portions or provisions shall be unaffected. <br />21. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California and venue shall <br />be in the appropriate Superior Court in Orange County, California. <br />22. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals and all Exhibits attached hereto, are <br />hereby incorporated herein and made a part of this Agreement by this reference. <br />23. CAPTIONS. The headings used in this Agreement are for convenience only and shall not affect the <br />interpretation of this Agreement. <br />24. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties and <br />supersedes all prior negotiations, representations, or agreements, either written or oral. <br />25. TIME OF THE ESSENCE. Time is of the essence in the performance of each Party's respective obligations <br />under this Agreement. <br />26. PARTIES TO BEAR THEIR OWN COSTS. Except as specifically set forth in this Agreement, the Parties <br />shall each bear their own costs, including, without limitation, attorneys' and consultants' fees, incurred in <br />connection with any negotiations, strategic planning, analysis and due diligence relating to this Agreement. <br />27. EFFECTIVE DATE. This Agreement must be executed by both Parties and approved or ratified by the City's <br />City 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 />Page 4 <br />