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SECTION 19. TERMINATION; IMMEDIATE REPAYMENT; INTEREST <br />(A) If SAWPA determines the Sub -Grantee is not implementing in accordance with the provisions of <br />this Agreement or the Grant Agreement, or that the Sub -Grantee has failed in any other respect to <br />comply with the provisions of this Agreement or the Grant Agreement, and if the Sub -Grantee <br />does not remedy any such failure to SAWPA's satisfaction within ten (10) days following <br />notification of the determination, SAWPA may withhold from the Sub -Grantee all or any portion <br />of the grant funding and take any other action that it deems necessary to protect its interests. <br />Where a portion of the grant funding has been disbursed to the Sub -Grantee for Work that has not <br />yet yielded a required deliverable, the portion that has been disbursed for that activity shall <br />thereafter be repaid immediately with interest from the date of disbursement at the California <br />general obligation bond interest rate at the time SAWPA notifies the Sub -Grantee, as directed by <br />SAWPA. <br />(B) SAWPA may terminate this Contract should DWR terminate SAWPA as program manager, or <br />terminate funding for this Contract or the Project or should DWR terminate its standard <br />agreement with SAWPA on this Project. Upon such DWR-caused termination, SAWPA shall not <br />be liable to Sub -Grantee for any damages, costs or expenses resulting from such termination. <br />SECTION 20. DAMAGES FOR BREACH AFFECTING TAX EXEMPT STATUS <br />In the event that any breach of any of the provisions of this Contract or other action by the Sub -Grantee <br />shall result in the loss of tax exempt status for any bonds, or if such breach shall result in an obligation on <br />the part of the SAWPA to reimburse the federal government by reason of any arbitrage profits, the Sub - <br />Grantee shall immediately reimburse SAWPA and/or DWR in an amount equal to any damages paid by <br />or loss incurred by the State due to such breach. <br />SECTION 21. APPLICABLE LAW <br />All disputes may first be submitted to non -binding mediation. The validity and interpretation of this <br />Agreement and legal relations of the parties to it shall be governed by the laws of the State of California, <br />applicable to the agreements entered into, and to be fully performed in, the State of California, without <br />regard to its conflicts of the laws provisions. <br />SECTION 22. COSTS AND ATTORNEY FEES <br />In the event of arbitration or litigation between the parties hereto arising from this Contract it is agreed <br />that the prevailing party shall be entitled to recover reasonable costs and attorney fees. <br />SECTION 23. WAIVER <br />Any waiver of any rights or obligations under this Contract or the Grant Agreement shall be in writing <br />and signed by the Party making such waiver, and approved by SAWPA and the DWR. <br />SECTION 24. AMENDMENT <br />This Agreement may be amended at any time by mutual written agreement of the Parties. <br />SECTION 25. INDEMNIFICATION <br />(A) Sub -Grantee shall defend, indemnify, and hold harmless SAWPA, DWR, and their respective <br />directors, commissioners, officers, employees, agents, and assigns (collectively' the Indemnified <br />Santa Ana Watershed Project Authority 25C -9 Page 7 of 8 <br />