Page 181 - _ 180314 Special Yucaipa GSA Packet

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15.6 Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California without giving effect to
any choice or conflict of law provision or rule (whether of the State of California or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
California. Venue for any suit, action or proceeding shall exist exclusively in the courts having
jurisdiction over the County of San Bernardino.

15.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument.

15.8 Waivers. No waiver by any Party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

15.9 Amendment. Except as expressly provided otherwise herein, this
Agreement may not be amended without the express written consent of both Parties.

15.10 Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction.

15.11 Release of Information and Advertising. Consultant shall not, without the
prior written consent of District, make any news release or other public disclosure regarding this
Project.

15.12 Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. The word “including” shall mean including without limitation.

15.13 Attorneys’ Fees. If any legal action is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,
reasonable expert witness fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled.

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SBVMWD Consulting Agreement
Rev. 7/2015

Yucaipa Groundwater Sustainability Agency - March 14, 2018 - Page 160 of 226