Page 51 - Yucaipa Valley Water District

Workshop Memorandum No. 17-073 Page 8 of 14

F. Governing Law and Venue. This MOA shall be governed by and construed in
accordance with the laws of the State of California. Any suit, action, or proceeding
brought under the scope of this MOA shall be brought and maintained to the extent
allowed by law in the County of Riverside, California.

G. Attorney’s Fees, Costs, and Expenses. In the event of a dispute among any or all
of the Parties arising under this MOA, each Party shall assume and be responsible
for its own attorney’s fees, costs, and expenses.

H. Entire Agreement/Integration. This MOA constitutes the entire agreement among
the Parties regarding the specific provisions of this MOA, and the Parties hereto
have made no agreements, representations or warranties relating to the specific
provisions of this MOA which are not set forth herein.

I. Construction and Interpretation. The Parties agree and acknowledge that this
MOA has been developed through a negotiated process among the Parties, and
that each Party has had a full and fair opportunity to review the terms of this MOA
with the advice of its own legal counsel and to revise the terms of this MOA, such
that each Party constitutes a drafting Party to this MOA. Consequently, the Parties
understand and agree that no rule of construction shall be applied to resolve any
ambiguities against any particular Party as the drafting Party in construing or
interpreting this MOA.

J. Force Majeure. No Party shall be liable for the consequences of any
unforeseeable force majeure event that (1) is beyond its reasonable control, (2) is
not caused by the fault or negligence of such Party, (3) causes such Party to be
unable to perform its obligations under this MOA, and (4) cannot be overcome by
the exercise of due diligence. In the event of the occurrence of a force majeure
event, the Party unable to perform shall promptly notify the other Parties in writing
to the extent practicable. It shall further pursue its best efforts to resume its
obligations under this MOA as quickly as possible and shall suspend performance
only for such period of time as is necessary as a result of the force majeure event.

K. Execution in Counterparts. This MOA may be executed in counterparts, each of
which shall be deemed an original and all of which when taken together shall
constitute one and the same instrument.

L. No Third Party Beneficiaries. This MOA is not intended, and will not be construed,
to confer a benefit or create any right on a third party or the power or right of any
third party to bring an action to enforce any of the terms of this MOA.

M. Timing and Captions. Any provision of this MOA referencing a time, number of
days, or period for performance shall be measured in calendar days. The captions
of the various articles, sections, and paragraphs of this MOA are for convenience
and ease of reference only, and do not define, limit, augment, or describe the
scope, content, terms, or intent of this MOA.

IN WITNESS WHEREOF, the Parties hereto have approved and executed this MOA as of the
respective dates specified in the adopting Resolution of each Party as provided above in Article
III of this MOA.

Yucaipa Valley Water District - May 30, 2017 - Page 51 of 138