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Once construction has begun, unless otherwise mutually agreed by all Project Representatives, a Party may not unilaterally terminate its obligations under this Agreement. Notwithstanding any termination of this Agreement, each of the Parties must comply with all terms and conditions of the Grants. In the event of a termination of this Agreement, each of the Parties shall be responsible for finding and arranging an alternate means of discharging its respective duties or other Regulatory obligations, and for payment of any fines, penalties or costs incurred by that Party as the result of a suspension or termination. Unless otherwise terminated or extended, this Agreement shall be effective for an initial term of twenty -five (25) years commencing on the Effective Date, and shall automatically renew for a one time ten year term thereafter (the initial term and renewal terms shall collectively be referred to as the "Term"), Project Representatives may meet and confer to determine continued use, termination of this Agreement, transfer, closure, removal and /or abandonment of the Facilities or components thereof. The Project Representatives shall also meet and confer upon the fifteenth (15"') anniversary of Project completion to assess O &M for the Project including the payment of the Parties' fair share of O &M costs. Prior to any termination of this Agreement, the Project Representatives are to agree upon demobilization or transfer of the Facilities and whether to sell any part of it, the proceeds of such sale and outstanding Project debts and obligations shall be allocated among the Parties in accordance with their respective proportionate share percentages in Exhibit C2. Upon termination of this Agreement or abandonment of the Project, the Parties shall, within 120 days from written demand from JWA, remove the Diversion Structure and restore the Project Area as nearly as possible to the same condition as the Project Area was in prior to the execution of this Agreement. All costs of removal or restoration shall be borne by the Parties, in accordance with their respective proportionate share percentages in Exhibit C2. SANTA ANA shall be responsible and ensure that the Diversion Structure and appurtenant improvements are removed from the Channel and OCFCD or COUNTY right -of- way as specified by the Director, Regulations, and all applicable laws. SECTION 20 SURVIVAL CLAUSE The obligations regarding: environmental commitments (as set forth herein); indemnification (as set forth in Section 8); operation, maintenance, cost allocation and ownership (as set forth herein); and specific performance (as set forth in Section 21) shall survive termination of the Agreement, as applicable, and shall remain in effect until terminated or modified in writing by mutual agreement of all Parties and JWA or the applicable statute of limitations is reached. SECTION 21 SPECIFIC PERFORMANCE The Parties acknowledge that monetary damages would be an inadequate remedy for breach of this Agreement, and that a Party's breach will result in immeasurable and irreparable Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 25G -40 Page 36 of 74