SANTA ANA WATERSHED PROJECT AUTHORITY (SAWPA)

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EXHIBIT 5 then submit groundwater level data to CASGEM. Information regarding the CASGEM program can be found at: http://www.water.ca.gov/groundwater/casgem/. SECTION 22. TERMINATION: IMMEDIATE REPAYMENT: INTEREST (A) SAWPA may terminate this Contract at any time prior to completion of the Project for Sub -Grantee's violation of any provision of this Contract upon written notice by SAWPA of the violation and the failure of Sub -Grantee to come into compliance within a reasonable time as established by SAWPA. (B) In the event of such termination, the Sub -Grantee agrees, upon demand, to immediately repay to SAWPA an amount equal to the amount of grant funds disbursed to the Sub -Grantee prior to such termination. In the event of termination, prejudgment interest shall accrue on all amounts due from the date that notice of termination is mailed to the Sub -Grantee to the date of full repayment by the Sub -Grantee. (C) 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 23. DAMAGES FOR BREACH AFFECTING TAX EXEMPT STATUS 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 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 24. ARBITRATION Any dispute which may arise under this Contract by and between SAWPA and the Sub -Grantee, including the Sub -Grantee's subcontractors, laborers, and suppliers, shall be submitted to binding arbitration pursuant to the Construction Industry Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA). The arbitrator shall decide each and every dispute in accordance with the laws of the State of California and AAA rules, and all other applicable laws. Unless the Parties stipulate in writing to the contrary, prior to the appointment of the arbitrator, all disputes shall first be submitted to non -binding mediation. SECTION 25. 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 party shall be entitled to recover reasonable costs and attorney fees. SECTION 26. WAIVER Any waiver of any rights or obligations under this Contract or the IRWM Grant Agreement shall be in writing and signed by the Party making such waiver and approved by SAWPA and the DWR. 10