SANTA ANA WATERSHED PROJECT AUTHORITY

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SECTION 19, TERMINATION IMMEDIATE REPAYMENT INTEREST (A) If SAWPA determines the Sub -Grantee is not implementing in accordance with the provisions of this Agreement or the Grant Agreement, or that the Sub -Grantee has failed in any other respect to comply with the provisions of this Agreement or the Grant Agreement, and if the Sub -Grantee does not remedy any such failure to SAWPA's satisfaction within ten (10) days following notification of the determination, SAWPA may withhold from the Sub -Grantee all or any portion of the grant funding and take any other action that it deems necessary to protect its interests. Where a portion of the grant funding has been disbursed to the Sub -Grantee for Work that has not yet yielded a required deliverable, the portion that has been disbursed for that activity shall thereafter be repaid immediately with interest from the date of disbursement at the California general obligation bond interest rate at the time SAWPA notifies the Sub -Grantee, as directed by SAWPA. (B) SAWPA may terminate this Contract should DWR terminate SAWPA as program manager, or terminate funding for this Contract or the Project or should DWR terminate its standard agreement with SAWPA on this Project. Upon such DWR-caused termination, SAWPA shall not be liable to Sub -Grantee for any damages, costs or expenses resulting from such termination. SECTION 20. DAMAGES FOR BREACH AFFECTING TAX EXEMPT STATiIS In the event that any breach of any of the provisions of this Contract or other action by the Sub -Grantee shall result in the loss of tax exempt status for any bonds, or if such breach shall result in an obligation on the part of the SAWPA to reimburse the federal government by reason of any arbitrage profits, the Sub - Grantee shall immediately reimburse SAWPA and/or DWR in an amount equal to any damages paid by or loss incurred by the State due to such breach. SECTION 21. APPLICABLE LAW All disputes may first be submitted to non -binding mediation. The validity and interpretation of this Agreement and legal relations of the parties to it shall be governed by the laws of the State of California, applicable to the agreements entered into, and to be fully performed in, the State of California, without regard to its conflicts of the laws provisions. SECTION 22. COSTS AND ATTORNEY FEES In the event of arbitration or litigation between the parties hereto arising from this Contract, it is agreed that the prevailing patty shall be entitled to recover reasonable costs and attorney fees. SECTION 23. WAIVER Any waiver of any rights or obligations under this Contract or the Grant Agreement shall be in writing and signed by the Party making such waiver, and approved by SAWPA and the DWR. SECTION 24. AMENDMENT This Agreement may be amended at any time by mutual written agreement of the Parries. SECTION 25. INDEMNIFICATION (A) Sub -Grantee shall defend, indemnify, and hold harmless SAWPA, DWR, and their respective directors, commissioners, officers, employees, agents, and assigns (collectively "the Indemnified Santa Ana Watershed Project Authority Page 7 of 8