Item 20 - Exchange of Real Property

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and City pursuant to this Section 12 shall survive beyond the Closing or if the Closing is cancelled, beyond any termination of this Agreement. 13. Miscellaneous. 13.1 Notices. All notices or other communications between County and City required or permitted hereunder shall be in writing and personally delivered or sent by certified mail, return receipt requested and postage prepaid, sent by reputable overnight courier (such as Federal Express, UPS or DHL), or transmitted by electronic facsimile transmission (with electronic confirmation of receipt), to the following addresses: If to City: City of Santa Ana Clerk of the City Council 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana, California 92702 If to County: County of Orange CEO Real Estate 333 West Santa Ana Blvd., 3rd Floor Telefacsimile No.: (714) 834-2359 Attention: Chief Real Estate Officer A notice shall be effective on the date of personal delivery if personally delivered before 5:00 p.m. or otherwise on the day following personal delivery, or when received, if transmitted by electronic facsimile transmission (with electronic confirmation of receipt), or two (2) business days following the date the notice is postmarked, if mailed, or on the day following delivery to the applicable overnight courier, if sent by overnight courier. Either Party may change the address to which notices are to be given to it by giving notice of such change of address in the manner set forth above for giving notice. 13.2 Time of the Essence. Time is of the essence for this Agreement and each and every term and provision hereof. 13.3 Interpretation; Governing Law. This Agreement shall be construed as if prepared by both Parties. This Agreement shall be construed, interpreted and governed by the laws of the State of California and the laws of the United States of America prevailing in California. 13.4 Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 13.5 Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount or performance of any act hereunder falls on a Saturday, 13 Project Name: Santa Ana Property Exchange