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

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SECTION 16 SEVERABILITY If any covenant, tenn, condition, or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest.: extent permitted by law --unless that covenant, -term, condition, -or provision declared to be - _is so_ material that its invalidity-- deprive_s anv Party of the basic benefit of its bargain..or____-__ renders the remainder of this Agreement meaningless. SECTION 17 NO THIRD PARTY BENEFICIARIES No customer, other person or entity other than the Parties and JWA shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement, either express or implied, is intended to confer upon any other person or entity, other than the Parties and JWA and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. SECTION 18 DISPUTE RESOLUTION The Parties desire to resolve as quicldy and as amicably as possible any disputes as to the meaning of any portion of this Agreement, the validity of any determination or calculation, or the rights or obligations of the Parties pursuant hereto. Therefore, prior to initiation by a Party of any litigation or other proceeding in connection with this Agreement, the Parties shall meet and make good -faith efforts to resolve adv such disputes on an informal basis. The Party that first raises a claim against any other Pa -1' m connection with a dispute shall be responsible for providing written notice to such o er Party or Parties and initiating the informal dispute resolution efforts. Such informal efforts may include mediation of the dispute if agreed by the Parties involved in the dispute. Not sooner than thirty (3 0) days after diligent efforts to resolve a dispute have been initiated, if the Parties have been unable to resolve the dispute on such informal basis, any Party involved in the dispute may, in its discretion and after providing written notice to the other Parties that the informal dispute -resolution efforts are being terminated, proceed to take any and all such action to enforce or protect its rights as permitted by law and/or this Agreement. If a Party initiates infonnal dispute resolution with respect to a dispute, any statutory limitation for filing of a court action or commencement of any other proceeding shall be tolled for a period of days equal to the number of days that elapsed between delivery of the notice initiating informal dispute resolution and the notice terminating informal dispute -resolution. SECTION 19 TERMINATION AND EXPIRATION In the event that Project construction is not initiated within two (2) years of the execution date of this Agreement, this Agreement shall automatically expire, unless sooner terminated by a Project Representative written notice to all other Parties, or extended in writing by mutual agreement of the Project Representatives. Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 35 of 69