Agmt07 Community Water System Distribution Operator Consulting Services for Palo Alto

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D-5 operator classification servIces to Palo Alto hereunder. 7. DEFAULT; REMEDIES FOR DEFAULT. A non-breaching Party may terminate this Agreement upon the occurrence of a material default of this Agreement by the breaching Party, if the breaching Party fails to cure the material default within the period of time hereinafter specified. In the event of a monetary or other financial breach, the breaching Party shall cure the breach within two (2) days of receipt of the notice of the monetary or financial breach. In the event of a non-monetary or -financial breach, the breaching Party shall cure the breach within ten (10) days of receipt of notice of non- monetary or -financial breach. A failure to cure any breach within the period of time hereinabove specified shall constitute a material default. In the event of a termination for a material default, the non-breaching Party shall have the right to pursue any and all rights and remedies available to it at law or in equity. No termination of this Agreement shall relieve the defaulting Party of its obligation to perform its obligations, including the payment of any and all Fees and Charges, prior to the effective date of termination of this Agreement. 8. NOTICE. Written notice shall be delivered by the United States Postal Service, registered mail or certified mail, postage prepaid, by commercial overnight delivery service, by facsimile transmission, or by electronic transmission, to the address of any Party set forth in the introductory paragraph of this Agreement and to the persons described below: Redwood City: Name: Ed Everett, City Manager Telephone: (650) 780-7300 Facsimile: (650) 780-7225 Palo Alto: Name: Frank Benest City Manager Telephone: (650) 329-2392 Facsimile: (650) 325-5025 9. MISCELLANEOUS. A. This Agreement and all Exhibits contain the entire understanding between the Parties as to the subject matter herein. There are no representations or warranties [oral or written] between the Parties pertaining to the subject matter hereof that are not fully expressed in this Agreement. 061103 syn 0072788 B. This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the Parties. C. This Agreement may not be amended, unless the Parties first sign a written instrument that amends this Agreement. No amendment will be deemed effective unless the City Manager or other duly appointed representative of each city has first approved the amendment, in writing. D. This Agreement is governed by and construed in accordance with California law without regard to its conflicts of laws, rules or principles. E. Trial of any action regarding any dispute concerning the Agreement will be vested in the state courts of California, County of San Mateo, or in the United States District Court, Northern District of California. Each Party shall bear its own legal costs and expenses, including attorneys' fees. F. Each Party and its counsel have reviewed this Agreement. Accordingly, the normal rules of construction to the effect that any ambiguity will be resolved against the drafting party will not be employed in the construction and interpretation of this Agreement. G. Each Party will comply with all lawful federal, state and local laws, ordinances, resolutions, schedules, rules and regulations that may affect its rights and obligations under this Agreement. H. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for Palo Alto's obligations are no longer made available. This provision will take precedence in the event of a conflict with any other term or condition of the Agreement. 1. No payment, partial payment, acceptance or partial acceptance by Palo Alto will operate as a waiver on the part of Palo Alto of any of its rights under the Agreement. J. If a court of competent jurisdiction finds or determines that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any 2