SHARED USE AGREEMENT BETWEEN LOS ANGELES UNIFIED SCHOOL DISTRICT AND CALIFORNIA STATE UNIVERSITY NORTHRIDGE

SHARED USE AGREEMENT BETWEEN LOS ANGELES UNIFIED SCHOOL DISTRICT AND CALIFORNIA STATE UNIVERSITY NORTHRIDGE la/697500.2 2/11/02

TABLE OF CONTENTS ARTICLE 1: PURPOSE ARTICLE 2: ORGANIZATIONAL MAnERS 2 ARTICLE 3: MANAGEMENT 4 ARTICLE 4: CONTROL 5 ARTICLE 5: PROPERTY OPERATIONS 5 ARTICLE 6: REPRESENTATIONS AND WARRANTIES 6 ARTICLE 7: CASUALTY AND CONDEMNATION 7 ARTICLE 8: INSURANCE 7 ARTICLE 9: INDEMNIFICATION 8 ARTICLE 10: DEFAULTS AND REMEDIES 9 ARTICLE 11: ASSIGNMENT 9 ARTICLE 12: MISCELLANEOUS 10 2111/02

SHARED USE AGREEMENT THIS SHARED USE AGREEMENT (this "Agreement") is made and entered into as of the First day of March, 2002, by and between the Los Angeles Unified School District ("LAUSD") and the California State University at Northridge (UCSUN") (LAUSD and CSUN are sometimes referred to herein individually as a "Party" or collectively as the "Parties".) RECITALS A. The Parties entered into that certain Joint Lease Agreement dated as of March _1_, 2002 ("Lease") pursuant to which the Parties agreed to develop an LAUSD high school ("School") on that certain real property owned by the CSUN, located in the City of Northridge, State of California, and more particularly described on Exhibit A attached hereto and made a part hereof (the "LAUSD Property"). B. Pursuant to the terms of the Lease, CSUN and LAUSD also agreed to enter into this Agreement to create an education partnership between LAUSD and CSUN, as more specifically described in this Agreement, to create a model academic environment for high school students with a career interest in teaching, arts and media, and health services, as well as improve performance in basic subjects, facilitate school to career transitions, and enhance students' preparation for higher education. C. The Parties desire to form an education advisory committee (the "Committee") in accordance with the terms of this Agreement for the purpose of governing the shared facilities and agreements relating thereto between LAUSD and CSUN, including, but not limited to, advising on the direction of the School, the joint educational activities between the parties, and the shared use of the Facilities (as hereinafter defined). NOW, THEREFORE, pursuant to the foregoing recitals and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:. ARTICLE 1 PURPOSE 1.1 Purpose. LAUSD and CSUN hereby enter into this Agreement with the following purposes and intents: 1.1.1 The creation of a school for students in grades ninth through twelfth which will educate students to be productively involved in a highly technical society and encourages active participation. 1.1.2 The School will create a unique learning environment for a culturally diverse population that includes both formal and informal learning and builds an interconnection between classroom experiences and students' view of the work and lifelong learning. 1.1.3 The School will seek the involvement of CSUN, family, community, business and professional organizations to create a comprehensive and integrated ~ystem of support for students, a supportive climate to build a heightened sense of discovery and nurture self-esteem. 1.1.4 LAUSD and CSUN shall build an educational partnership in order to create a unique learning atmosphere, which utilizes both the CSUN and the School facilities for the development and education of the School's students. 2/11/02 1

1.1.S future teachers. The School is expected to be used as a teaching facility for present and 1.1.6. In order to achieve this purpose and within the constraints of the necessity to prepare students to meet the requirements for graduation, qualify for admission to colleges and universities and meet State standards, LAUSD faculty will meet regularly with CSUN faculty to discuss curriculum and pedagogy that will advance the mission of the School. ARTICLE 2 ORGANIZATIONAL MATTERS 2.1 Term. The initial term of this Agreement shall be for forty (40) years commencing with the date that the School opens. The Agreement shall automatically be extended for two consecutive terms of forty (40) years and nineteen (19) years, respectively, unless either party shall be in Default of the Lease (if applicable) or the terms of this agreement. 2.2 Overview. The Parties intend to create a unique educational atmosphere by which the students and faculty of the School shall have access to certain areas and resources located on the CSUN Campus as is more particularly described in Exhibit "8" attached hereto (the "CSUN Space") and Section (2.3) herein below. Students may attend CSUN classes for school credit at the discretion of the Committee, LAUSD, and subject to State guidelines for fee payment and enrollment of high school students. The parties also intend to use certain areas and resources located on the LAUSD Property such that (i) the School's facilities will be shared by the parties on an as-available basis (as determined by LAUSD in its sole discretion), to enhance teacher training and education, and enhance joint programs in arts, media, health sciences and other disciplines; and (ii) the School's facilities and parking areas will be shared by the parties on an as-available basis (as determined' by LAUSD in its sole discretion) to facilitate such activities as principal training classes and special educational events for Extended Learning and other forcredit educational opportunities as may be determined by the Committee.. 2.3 Facilities. In order to effectively implement this Agreement, the parties agree that the students and faculty of the School shall have the unimpaired use of certain facilities located in the CSUN Space, as more particularly set forth below and as depicted in Exhibit "8" attached hereto (the "Facilities"). The Facilities set forth below are not intended to be an exhaustive or complete list of the facilities that will be available to LAUSD, but rather represents CSUN's minimum commitment of facilities. The parties shall cooperate and collaborate in good faith throughout the term of the Agreement to (i) expand upon and make available to the School additional educational opportunities and facilities, throughout CSUN's academic programs, whether such opportunities and/or facilities exist as of the date hereof or arise hereafter. From and after the date hereof, the parties shall cooperate and collaborate in good faith (i) to incorporate such additional educational opportunities, and (ii) apply for grants or other educational funding in order to best implement this Agreement. As used herein, the terms Facilities shall mean any replacements or successor Facilities, and CSUN shall use all reasonable efforts to provide such replacements and successor Facilities during any period in which such Facilities are being replaced, repaired, renovated, converted, discontinued or the like. Further, CSUN shall use all reasonable efforts to ensure that reasonably direct access from the School to the Facilities is maintained throughout the term of this Agreement. The initial list of the Facilities is as follows: 2.3.1 Gymnasium. The instructional gymnasium also known as Kinesiology Room 160 ("Gymnasium"), which shall be available to LAUSD Monday through Friday, 8 a.m. to 9 a.m., and additionally from 9 a.m. to 1 p.m. on Friday. 2/11/02 2

2.3.2 Physical Education Fields. The following outdoor instructional areas shall be available to LAUSD on a rotating basis for use by the School's students for two classes each period between 8am and 2pm each school day: instructional fields, running track, tennis courts, soccer practice field, golf area, and baseball/softball fields, as are depicted on Exhibit C ("Physical Education Fields"). The School's access to the Physical Education Fields shall be reasonably adjacent to the School, in recognition of the requirements imposed in and by the California State Education Code for adjacency of physical education facilities. 2.3.3. Theatre. The Campus Theatre ("Theatre"), which shall be available to LAUSD for the use of the School's students for five (5) days following the completion of CSUN's Spring final examinations (i.e., late May). 2.3.4 Language Laboratories. One language laboratory located in the CSUN Space ("Language Labs"), which shall be available to LAUSD for the exclusive use of the School's students for at least two (2) hours per day, two (2) days per week, between 8 a.m. and 2 p.m. during the regular School year. 2.3.5 Science Laboratories. Certain science (i.e., one chemistry and one biology) laboratories localed in the CSUN Space ("Science Labs"), which shall each be available to LAUSD for the exclusive use of the School's students for at least two (2) hours per day, two (2) days per week, between 8 a.m. and 2 p.m. during the regular School year. 2.3.6 College of Education Laboratories. Certain CSUN College of Education laboratories located in the CSUN Space ("College of Education Labs"), which shall be available to LAUSD students for at least two (2) hours per day, two (2) days per week, between 8 a.m. and 2 p.m. during the regular School year, 2.3.7 Art Studios. Certain classrooms dedicated to art and associated pursuits ("Art Studios"), which shall be available to LAUSD for the exclusive use of the School's students for at least 8 a.m. to 12 noon on Fridays during the regular School year. 2.3.8 Health Science Laboratories. Certain Health Science laboratories located in the CSUN Space ("Health Science Labs"), which shall be available to LAUSD for the use by the School's students for at least 8 a.m. to 2 p.m. on Fridays during the regular School year. 2.3.9 Oviatt Library. The Oviatt Library ("Oviatt Library") and library borrowing privileges shall be available to LAUSD for the use by the School's students during regular library hours, subject to all applicable University guidelines and licensing agreements, as well as State and local laws, and as determined by the Committee and LAUSD. 2.4 Master Schedule. The Committee (as defined in Section 3 below) shall create a master schedule by March 1 st of each year regarding the times that the School's students may use the Facilities each year, which master schedule shall cover the time period commencing as of the subsequent CSUN fall school year or semester (the "Master Schedule"). In the event CSUN no longer commences its school year or semester in the fall, then the Committee shall create the Master Schedule six (6) months in advance of the date on which such year or semester does commence. 2.5 Relationship of Parties. The relationship of the Parties is not and shall not be construed or interpreted to be a legal partnership, joint venture or agency. The Parties shall not have any fiduciary duties to one another, except as outlined in Section 5 below. 2/11/02 3

2.6 Leadership CSUN acknowledges, that in order to implement this Agreement and provide that curriculum and academic support structure necessary to help achieve the mission of the School, that CSUN intends to hire or assign its existing staff, at its expense, a minimum of six (6) new faculty positions that would each be assigned one-quarter to one-half time to support the School's programs in the areas of arts and media, health services, education, science, language and library sciences, as well as one (1) full-time clerical staff position to support the coordination and scheduling efforts required to implement this Agreement. LAUSD shall be consulted in the selection process for such faculty positions. Likewise, CSUN shall be consulted in the selection process for the High School principal, assistant principal(s), and curriculum specialists. ARTICLE 3 MANAGEMENT 3.1 Education Advisorv Committee. The parties agree that an education advisory committee ("Committee") shall be formed in accordance with this Article 3 to implement, administer, advise, and guide the shared Facilities and joint educational pctivities pursuant to the terms of this Agreement. The Commtttee shall be responsible for the decisions relating to the use of the Facilities and shall implement the decisions made on behalf of LAUSD and CSUN. The representatives of the Committee shall devote such time to the Committee as is reasonably necessary to conduct the business of the. Committee and to carry out the Committee's responsibilities herein; but in no event shall the requirements of this paragraph be construed as precluding such representatives from conducting other business or businesses it may have, so long as the Committee is carrying out its duties hereunder. 3.1.1 Composition of the Committee. Each Party shall have three (3) representatives on the Committee. Each Representative shall serve for a three (3) year term; provided, however, that the terms shall be staggered so that the term for one Representative for each party would expire each year. Accordingly, initially, the terms shall be one (1) year, two (2) years and three (3) years for each Representative, and thereafter the terms shall all be for three (3) years. 3.1.2 Qualifications of the Representatives. Each Party shall appoint their respective Representatives in their sole discretion. The Parties acknowledge that the Committee Representatives should be knowledgeable of educational facilities, education processes, and/or secondary education. 3.1.3 DeSignation of Representatives. The parties shall designate their respective Representatives at least six (6) months prior to the commencement of the School Year, to represent the respective Parties in all matters hereunder decided by the Committee until such time as a Party designates a successor representative, in its sole discretion, by written notice to the other Party. Such parties shall make up the Committee, whose majority vote shall be required for all Major Decisions. 3.2 Committee Agenda. The Committee shall meet monthly, or at such time intervals as the Committee determines in their discretion, to discuss the implementation of this Agreement, as well as any related issues, including, without limitation, the following: 3.2.1 The Master Schedule; 3.2.2 The scheduling of joint special educational events; 3.2.3 Joint activities between LAUSD and CSUN;

3.2.4 Joint community educational events; 3.2.5 Progress of the School and its students; 3.2.6 Efforts to coordinate with other educational facilities throughout the state with an emphasis on developing programs with neighborhood schools; 3.2.7 Expansion of shared uses or activities; 3.2.8 Pursuit of grants and special funding applications; 3.2.9 Facilitate advanced placement classes; and 3.2.10 Such other matters as the Committee deems appropriate or necessary from time to time. 3.3 Major Decisions. Notwithstanding anything to the contrary contained herein, neither LAUSD nor CSUN shall undertake any Major Decision pertaining to the operation and administration of the shared use Facilities without the written consent or Approval of the Committee. For the purposes of this Agreement, the term "Major Decisions" shall mean and refer to the following: 3.3.1 Any change or alteration to the Master Schedule; 3.3.2 Any amendment or modification of this Agreement; 3.3.3 Any filming agreements by CSUN that may unreasonably affect or involve the LAUSD Space or may interfere with the School's activities or the students, except that CSUN may make reasonably equivalent altemative replacement Facilities available to the School where filming on the CSUN campus would impede the School's use of the shared Facilities as contemplated by this Agreement. 3.4 Impasse. An impasse ("Impasse") shall be deemed to exist if the Representatives fail to obtain a majority of votes on any Major Decision. In the event of an Impasse, the Committee shall notify in writing both the LAUSD Superintendent and the CSUN President, and shall meet with same in order to resolve the Impasse; provided, however, that if the Impasse continues for thirty (30) days following the notice set forth above, then all matters will be resolved in CalifOmia courts, State of California, County of Los Angeles. ARTICLE 4 CONTROL 4.1 LAUSD Property. Except as otherwise stated in Article 3 or the Lease, the School and LAUSD Property shall be under the exclusive control of LAUSD. 4.2 CSUN Space. Except as otherwise stated in Article 3, the CSUN Space shall be under the exclusive control of CSUN. 2/11/02 5

ARTICLE 5 PROPERTY OPERATIONS. 5.1 Property Operations Overview. The Parties hereby agree to share the duties, costs and expenses associated with their specific use of the Faoilities; provided, however, that the Committee shall allocate responsibility for all or a portion of the actual direct costs of operation and maintenance (I.e., no overhead charges) as a direct result of the shared use of the Facilities, as determined by the Committee. 5.2 Payment of Amounts Due. The Parties hereby agree to pay the costs for which they are responsible, on a semester basis, or as such amounts are due. In the event of an Impasse, the matter shall be submitted for adjudication to the LAUSD Superintendent and CSUN President, or their designee. 5.3 Delinquent Payments. If any Party shall fail to timely make a payment of costs set forth in the Approved Budget or as otherwise required by the Committee (such party is hereinafter referred to as a "Delinquent Party" and the amount of such payment is hereinafter referred to as a "Delinquent Paymenf'), the other Party ("Non-Delinquent Party") shall have the right to fund all or part of such Delinquent Payment. Any amounts funded by such Non Delinquent Party on behalf of the Delinquent Party shall be treated as a demand loan made by the Non-Delinquent Party to the Delinquent Party. Any such loan shall on demand by the Non Delinquent Party to the Delinquent Party shall be and become immediately due and payable. ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 Representations and Warranties of lausd. LAUSD does hereby represent and warrant to CSUN that: 6.1.1 As of the date of this Agreement, it has the requisite power and authority to enter into this Agreement and to perform is obligations according to the terms hereof; 6.1.2 The Board of Education has authorized (and have taken all necessary actions to authorize) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and, 6.1.3 This Agreement has been duly executed and delivered by LAUSD. This Agreement constitutes the valid, legal and binding obligation, enforceable against LAUSD in accordance with its terms. 6.2 Representations and Warranties of CSUN. CSUN does hereby represent and warrant to LAUSD that: 6.2.1 As of the date of this Agreement, it has the requisite power and authority to enter into this Agreement and to perform is obligations according to the terms hereof; 6.2.2 The Board of Trustees of CSUN has authorized (and have taken all necessary actions to authorize) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; 2/11/02 6

6.2.3 As of the date of this Agreement, there are not actions, suits, proceedings or judgments pending or, to its knowledge, threatened against it in any court or by or before any governmental agency or instrumentality or any arbitrator which an adverse determination could have a material adverse effect on the Property or CSUN's ability to perform its obligations under this Agreement; and, 6.2.4 This Agreement has been duly executed and delivered by CSUN. This Agreement constitutes the valid, legal and binding obligation, enforceable against CSUN in accordance with its terms. ARTICLE? CASUALTY AND CONDEMNATION If the Facilities, or any portion thereof, are damaged or destroyed by fire or other insured cause at anytime during the term of this Agreement, C8UN upon its receipt of such insurance proceeds, shall with all due diligence proceed to repair, restore and/or rebuild such damaged or destroyed improvements. In the event that insurance proceeds are unavailable for sueh- ---- ----- restoration, such destruction or damage, LAUSD shall have the right to terminate this Agreement, in its sole discretion. In the event LAUSD elects not to terminate this Agreement, CSUN shall be required to clear any and all debris and restore the area to a safe condition. ARTICLE 8 INSURANCE 8.1 At all times during the term of this Agreement, each party shall maintain in force a commercial, or equivalent self-insured, general liability insurance policy or policies for liability for bodily injury to persons and damage to property occurring on or in the property covered hereby. Said insurance policy or policies shall name the other party as an additional insured and shall be in an amount of not less than a combined single limit liability of Three Million Dollars ($3,000,000). 8.2 At all times during the term of this Lease, each party shall maintain in force an insurance policy covering "All Risks" of direct physical loss other than earthquake or fiood, with an extended coverage endorsement in the amount of not less than One Hundred Percent (100%) of the full replacement cost of the improvements, fixtures and equipment on the parcel such party has leased hereunder, exclusive of such party's trade fixtures, inventory and other personal property and exclusive of the value of excavations, underground utilities, foundations and footings. 8.3 Notwithstanding anything in this Article 8 to the contrary, each such party may insure for the amount of any insurance required to be carried by it under this Article 8, (a) under any plan of self-insurance which it may from time to time have in force and effect, or (b) under a blanket policy or policies covering other liabilities of such party, or (c) partly under such a plan of self-insurance and partly under such blanket policies. Any portion of any risk for which a party is self-insured shall be deemed to be an insured risk under this Agreement. 8.4 Each Party shall cover its employees with Workers' Compensation Insurance in an amount and form to meet all applicable requirements of 3200, et. seq. of the Labor Code of the State of California. 2111/02 7

ARTICLE 9 INDEMNIFICATION 9.1 LAUSD shall indemnify, defend, and hold CSUN harmless from and against all loss, expense (including, but not limited to, reasonable attorneys' and experts' fees and court costs), damage, injury, liability, cause of action or claim of any kind or character (collectively "Claims" and individually a "Claim,"), in any way arising out of the performance of the obligations of this Agreement by the LAUSD, including, but not limited to, the acts or omissions of LAUSD, its partners, agencies, joint ventures, officers, directors, employees, agents, licensees, invitees, or consultants of any tier (the "LAUSD Agents"), but only to the extent caused by the negligence or willful misconduct of the LAUSD Agents. 9.2 CSUN shall indemnify, defend, and hold LAUSD harmless from and against all Claims), in any way arising out of the performance of the terms of this Agreement by CSUN, including, but not limited to, the acts or omissions of the CSUN, its partners, agencies, joint ventures, officers, directors, employees, agents, licensees, invitees, or consultants of any tier (the "CSUN Agents"), but only to the extent caused by the negligence or willful misconduct of the CSUN Agents 9.3 Each party agrees to release, indemnify and hold harmless the other and their agents, officers, employees, representatives, attorneys, successors and assigns from and against any and all liability, damages, business interruptions, delays, losses, claims, judgments of any kind whatsoever including all costs, attorneys' fees, and expenses incidental thereto, which may be suffered by, or caused to, such party by reason of loss or damage to any property or injury to, or death of, any person arising from or by reason of actions of the other party related to this Agreement. Each party shall further indemnify and hold harmless the other party from and against any and all claims, costs and expenses arising out of any act or omission including, but not limited to, any use, conduct, activity,. work things done, permitted or allowed, default or negligence of such party or its agents, employees, contractors, partners or invitees and from and against all costs, attorney fees, expenses and liabilities incurred as the result of any such acts or omissions including, but not limited to, the defense or pursuit of any claim or any action or proceeding resulting there from. 9.4 Pursuant to Government Code Section 895.4, each party hereto indemnifies and holds harmless the other party, its officers, agencies and employees for any liability imposed by the law upon such other party which results from, or is caused by, any negligent or wrongful act or omission occurring in the performance of this Lease by the indemnifying party or its officers, agencies or employees. 9.5 In the event that third party loss is attributable to the negligence or wrongful act or omission of both parties, the ultimate financial responsibility of each party shall be proportionate to its percentage of fault as determined by mutual agreernent between the parties or by a court of competent jurisdiction. The provisions of California Civil Code Section 2778 regarding interpretation of indemnity agreement are made a part hereof as if fully set forth herein 2/11/02 8

ARTICLE 10 DEFAULTS AND REMEDIES 10.1 Defaults. 10.1.1 Defaults by Either Party. A Party shall be in default under this Agreement (a "Default") upon a breach, on a timely basis, of any of such Party's obligations hereunder, and its failure to cure the same to the reasonable satisfaction of the non-breaching Party within thirty (30) days after receipt of notice from the non-breaching Party which describes the breach in reasonable detail; provided, however, that if the nature of the breach is such that it reasonably requires more than thirty (30) days to cure, the breaching Party shall not be deemed to be in Default hereunder if (i) within the thirty (30) day period it notifies the non-breaching Party of its intention to cure the breach and commences the cure of the breach and (Ii) diligently pursues such cure to completion (to the reasonable satisfaction of the non-breaching Party). 10.2 Remedies. 10.2.1 Enforcement Rights. In the event a Default is not cured within the cure periods set forth above, then the non-breaching Party shall have the right: (i) to seek specific performance or injunctive relief, or (Ii) to cure such Default on behalf of the breaching Party and be reimbursed for all of the non-breaching Party's out-of-pocket costs associated with such cure, including, but not limited to, attorneys' fees and interest. In addition, if a loan is made to a Delinquent Party pursuant to Section 5.5 of this Agreement, the Non-Delinquent Party shall be entitled to payment pursuant to the terms of Section 5.5. 10.2.2 Emergency Events. In the event either Party breaches any duty hereunder which the non-breaching Party, in its reasonable discretion, deems to place such nonbreaching Party, its students, faculty members, or employees in substantial risk of harm or injury, such non-breaching Party may, without giving notice to the breaching Party, take whatever measures the non-breaching deems appropriate, in its sole discretion, to avoid such harm or injury, and in such event, the non-breaching Party shall be entitled to be reimbursed by the breaching Party for all costs and expenses, including, but not limited to, reasonable attorneys' fees and interest, associated with such measures taken by the non-breaching Party. ARTICLE 11 ASSIGNMENT 11.1 Assignment. LAUSD shall have the right to assign its rights hereunder to any successor entity to LAUSD. 11.2 Limitation. Except as expressly permitted in this Agreement, neither CSUN nor LAUSD may transfer either of their respective interests or rights hereunder without the prior written consent of the other Party, which may be withheld in the other's sole discretion. 2/11/02 9

ARTICLE 12 MISCELLANEOUS 12.1 Notices. All notices an other communications required or permitted to be given to a Party under this Agreement shall be in writing and shall be personally delivered or sent by overnight courier, by facsimile transmission, or by United States Mail, certified mail, postage prepaid and return receipt requested, direct to the Party at the address specified in the Lease or at such other address as the Parties may designate by notice given to the other Party in the manner stated in this Section. All notices shall be deemed delivered the day following the date on which they are sent except in the case of notices sent via regular mail which notices shall be deemed delivered three (3) days after being placed in the U.S. mail. 12.2 Governing Law. This Agreement shall be governed by the laws of the State of California. 12.3 Amendments. This Agreement may be modified or amended only by an instrument signed in writing by LAUSD and CSUN. 12.4 Complete Agreement. This Agreement and the Lease constitute the complete and exclusive statement of agreement among the Parties with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements or statements by and among the Parties or any of them. No representation, statement, condition or warranty not contained in this Agreement or the Lease will be binding on the Parties or have any force or effect whatsoever. To the extent that any provision of the Lease conflict with any provision of this Agreement, this Agreement shall control. 12.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties, and their permitted successors and assigns. 12.6 Captions and Titles. Any Article or Section titles or captions in this Agreement are for reference only and shall not be considered in interpreting this Agreement. 12.7 Severability. If any term or provision of this Agreement shall be deemed or held, by any court or authority having proper jurisdiction, to be invalid, illegal, void or unenforceable, the remaining terms and provisions hereof shall nevertheless remain in full force and effect with the intent that the purpose of this Agreement will be accomplished. 12.8 Counterparts. This Agreement may be executed in counterparts, each of which, when taken together, shall constitute on and the same instrument. 12.9 No Third Party Beneficiaries. The provisions of this Agreement shall be only for the benefit of LAUSD and CSUN and any respective successors and assigns and not for any third party beneficiary. 12.10 Advice of Counsel. The Parties hereby represent and warrant that they have been represented, or have had ample opportunity to obtain the representation of counsel with respect to this Agreement. Accordingly, each Party represents and warrants that such 'Party has read and understood the terms hereof and the consequences of executing this Agreement and that, except as expressly set forth herein, no representations have been made to such Party to induce the execution of the Agreement. Each Party further waives any right it may have to require the provision of this Agreement to be construed against the party who drafted the same. 2/11/02 10

IN WITNESS WHEREOF this Agreement has been executed by the following parties as of the date first written above (March 1, 2002): CALIFORNIA STATE UNIVERSITY, NORTHRIDGE LOS ANGELES UNIFIED SCHOOL DISTRICT Name: Dr. Jolene Koester Signature: ~ ~.~ Title:.s';.!I!.l,",s~~!Ee!..!!nt~ Dated: mew V, 2002 Name: Roy Romer Signature:~ Title: Superintendent Dated: _A...:p,-r_i_l-=-30=--_, 2002 Name: Kevin Jeter Signature: 1L:.,.,r: Name: ~11NI Title: Staff Counsel Title: Staff Counsel Dated:»111-11... 14 7,2002 Dated: Ar: Q 2/,,2002 2111/02 11