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b. All action on the part of each Party necessary for the authorization,
execution, delivery, and performance of this Agreement, and the consummation of the transactions
contemplated herein, has been properly taken and obtained in compliance with applicable law;

c. Each Party has not entered into nor will either enter into any agreement
(whether written or oral) in conflict with this Agreement or which would prevent a Party from
performing its obligations under this Agreement; and

d. Each Party has the contacts and expertise, and will reasonably allocate its
financial and time resources on a reasonable best efforts basis to enable it to perform its obligations
hereunder.

15. Miscellaneous.

15.1 Entire Agreement. This Agreement constitutes the entire agreement
between the Parties and supersedes any prior understandings, agreements, or representations by or
between the Parties, written or oral, to the extent they have related in any way to the subject matter
hereof.

15.2 No Third-Party Beneficiaries. This Agreement shall not confer any rights
or remedies upon any person or entity other than the Parties and their respective successors and
permitted assigns.

15.3 Succession. This Agreement shall be binding upon and inure to the benefit
of the Parties named herein and their respective successors and permitted assigns.

15.4 Headings. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.

15.5 Notices. All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim, or other communication
hereunder shall be deemed duly given two (2) business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth
below:

If to District: San Bernardino Valley Municipal Water District
380 East Vanderbilt Way
San Bernardino, CA 92408
Attn: _________________
Telephone: (909) 387-9253

If to Consultant:

6

SBVMWD Consulting Agreement
Rev. 7/2015

Yucaipa Groundwater Sustainability Agency - March 14, 2018 - Page 159 of 226