DERWA DSRSD EBMUD - WATER SUPPLY

Neither Party shall be in default or breach of this Agreement unless a Party fails to cure any failure to timely perform its obligations hereunder within 30-days after receiving written notice of same from the other Party; provided, however, that if the failure cannot reasonably be cured within such 30-day period, then a Party shall not be in breach of this Agreement if it commences such cure within such 30-day period and thereafter diligently pursues such cure to completion. SECTION 7: DISPUTE RESOLUTION In the event of a dispute between the Parties in the interpretation of any provision of this Agreement or of the performance of either party expressly or impliedly required hereunder, prior to instituting any legal proceeding or action, the party claiming dispute shall notify the other party in writing of the nature of said dispute and request a meeting to confer regarding resolution thereof. The Parties shall meet and confer within 10-days of the date of said notice and shall endeavor in good faith to resolve the dispute by agreement or they may provide, by written mutual agreement, for the dispute to be resolved through mediation. Any such agreement shall specify the mediator to be used. If the Parties desire to resolve the dispute through mediation but are unable to agree upon a mediator, the dispute shall be submitted to the Superior Court to select a mediator. The cost of mediation shall be shared equally by the Parties. If the Parties do not agree to mediation, or agreement or resolution through mediation cannot be achieved within 120-days from the date that the mediator has been determined, the Parties may enforce their respective rights as they shall individually or collectively determine consistent with the laws of the State of California. Any legal action against the other Party shall be filed in the Alameda County Superior Court. SECTION 8: GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue for all disputes shall be proper in the Superior Court of Alameda County. SECTION 9: AMENDMENTS AND SUPPLEMENTAL AGREEMENTS This Agreement may be amended or supplemented only by a writing, approved and executed by the Parties in the same manner as this Agreement. This Section shall not limit the Parties from entering into other Agreements or other contracts for services not provided for under the terms and conditions of this Agreement. SECTION 10: TERM, TERMINATION AND RENEWAL This agreement shall become effective immediately upon execution by both Parties. The initial term of the agreement shall be 10 years. At the conclusion of the initial term, or any subsequent renewal term, the agreement shall automatically renew in additional 10-year increments. This Agreement may be terminated upon mutual agreement of the Parties. DERWA may terminate the agreement by providing written notice of its intent to terminate no less than 30 -days, but no longer than 180-days before the proposed date of termination. 5