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Director Memorandum No. 18-022 Page 15 of 22

to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.

9.8 Successors and Assigns. To the extent authorized by law, this Agreement
shall be binding on and inure to the benefit of the successors and assigns of the respective Parties
to this Agreement. No Party may assign its interests in or obligations under this Agreement
without the written consent of the other Parties, which consent shall not be unreasonably withheld
or delayed.

9.9 Waivers. Waiver of any breach or default hereunder shall not constitute a
continuing waiver or a waiver of any subsequent breach either of the same or of another provision
of this Agreement, and forbearance to enforce one or more of the remedies provided in this
Agreement shall not be deemed to be a waiver of that remedy.

9.10 Attorneys’ Fees and Costs. The prevailing Party in any litigation or other
action to enforce or interpret this Agreement shall be entitled to reasonable attorneys’ fees, expert
witnesses’ fees, costs of suit, and other and necessary disbursements, in addition to any other
relief deemed appropriate by a court of competent jurisdiction.

9.11 Necessary Actions. Each Party agrees to execute and deliver additional
documents and instruments and to take any additional actions as may be reasonably required to
carry out the purposes of this Agreement.

9.12 Compliance with Law. In performing their respective obligations under this
Agreement, the Parties shall comply with and conform to all applicable laws, rules, regulations
and ordinances.

9.13 Third Party Beneficiaries. This Agreement shall not create any right or
interest in any non-Party or in any member of the public as a third party beneficiary.

9.14 Notices. All notices, requests, demands or other communications required
or permitted under this Agreement shall be in writing unless provided otherwise in this Agreement
and shall be deemed to have been duly given and received on: (i) the date of service if served
personally or served by facsimile transmission on the Party by delivery to the person(s) at the
address(es) designated below, which designation may be changed from time to time by a Party
in writing; (ii) on the first day after mailing, if mailed by Federal Express, U.S. Express Mail, or
other similar overnight courier service, postage prepaid, and addressed as provided below, or (iii)
on the third day after mailing if mailed to the Party to whom notice is to be given by first class mail,
registered or certified, postage prepaid, addressed as follows:

Yucaipa Valley Water District - February 6, 2018 - Page 61 of 175