ORANGE, COUNTY;ORANGE COUNTY FLOOD CONTROL DISTR.; IRVINE RANCH WATER DISTR., (2)

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expense to persons or property arising from or related to, or claimed to have arisen from or be related to, the willful misconduct or negligent acts or omissions of, or result from the breach of this Agreement by, such Party in connection with its participation in the Project or use of the Diversion Structure or other component of the Facilities. Additional Participants shall not have a Project Representative for this Agreement, unless such party later becomes an assignee or successor of a Party. 11.3 After entering into an Additional Participant agreement the Parties may amend the Cost Share percentages, with any material alteration in the financial obligations of the Parties requiring an amendment to this Agreement to be approved in writing by the Party's board, council, or governing body. Additional participants' Cost Share.shall include.a premium..above what is attributable to them by virtue of their Watershed acreage percentage, percentage of discharge or acknowledged benefit. An additional One Point Five Percent (1.5%) premium shall be paid by the Additional Participant into an O&M Fund. The amount of premium may be revised by written approval of the Project Representatives. SECTION 12 SUCCESSORS AND ASSIGNS This Agreement shall inure to and be for the benefit of the successors and assigns of the Parties hereto. A Party shall not assign or delegate its responsibilities or performance under this Agreement, nor any part thereof, without the prior written consent of the non -assigning Parties. Prior to any such assignment or conveyance, that Party shall provide the Project Representatives with the proposed assignee's written assumption of all of the respective Party's responsibilities and obligations pursuant to this Agreement. Such consent shall not be unreasonably withheld. Any purported assignment, conveyance or encumbrance of any of the Facilities without such unanimous written consent shall be null and void. In the event of any assignment, conveyance, and/or encumbrance of a Party's respective interests in the Watershed Drainage Area right-of-way, that Party shall provide the other Parties at least three (3) months' written notice of any such proposed transaction or event. SECTION 13 ATTORNEY'S FEES Unless otherwise specified herein, in any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the Parties shall each bear their own attorney's fees, costs and expenses. SECTION 14 ENTIRE AGREEMENT; GOVERNING LAW; AMENDMENT; COUNTERPART; AVAILABILITY OF FUNDS 14.1 Entire Agreement. This Agreement including the Exhibits and all applicable permits and CPP constitutes the entire agreement between the Parties hereto and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. Notwithstanding the foregoing, this provision shall not release any Party Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 32 of 69