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Attn: General Manager <br />Mike Markus <br />City of Santa Ana <br />20 Civic Center Plaza (M-21) <br />Santa Ana, CA 92701 <br />Attn: Executive Director <br />Public Works Agency <br />II. MISCELLANEOUS. <br />11.1 Further Assurances. The Parties shall execute and deliver any documents <br />and cooperate in performing any acts necessary to further the intent of this Agreement. <br />11.2 Time is of the Essence. Time is of the essence in performing all obligations <br />under this Agreement. <br />11.3 Force Majeure. Upon written notice by a Party, the respective duties and <br />obligations of the Parties will be suspended for the time period that performance by the Party is <br />prevented or substantially impeded by workforce strikes; riots; fire; flood; federal, state or county <br />regulatory action; pandemics, war; or terrorism. <br />11.4 Dispute Resolution. If a dispute arises between the Parties in connection <br />with this Agreement, the Parties shall engage in a mediation before a third -party neutral. <br />11.5 Successors and Assiens. All of the terms, conditions and provisions of this <br />Agreement inure to the benefit of and will be binding upon OCWD, the Producer, and their <br />respective successors and assigns. <br />11.6 No Implied Waivers. If any term, condition or provision of this Agreement <br />is breached by either Party and thereafter waived by the other Party, that waiver will be limited to <br />the specific breach so waived, and will not be deemed either to be a continual waiver or to waive <br />any other breach under this Agreement. <br />11.7 No Obligation to Third Parties. The approval, execution and performance <br />of this Agreement does not confer any rights upon any person or entity other than OCWD and the <br />City. There are no third -party beneficiaries to this Agreement. <br />11.8 Nature of Relationship. This Agreement does not create, and will not be <br />construed or deemed to create, any agency, partnership, joint venture, landlord -tenant or other <br />relationship between OCWD and any Producer except as specified in this Agreement. <br />11.9 Intel4ration, Construction and Amendment. This Agreement represents the <br />entire understanding of OCWD and each Producer as to the design and construction of PFAS <br />treatment facilities for the Impacted Wells. No prior oral or written understanding will be of any <br />force or effect with respect to those matters covered by this Agreement. This Agreement will be <br />construed as if drafted by both OCWD and each Producer. <br />2629/02249M087 <br />14979764.1 a06/02/21 -7- <br />