C150317 Resolutions and Agreements

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section, either Tribe may terminate this Agreement; and (b) the failure of the Parties to reach agreement as required by Sections 2.2.g, 2.2.h and 2.9.a shall result in the termination of this Agreement with each Party to bear its own costs. 2.12 Governmental Immunity and Dispute Resolution. Except as provided in Section 2.11, all disputes arising out of or related to this Agreement shall first be submitted to mediation, which shall be non-binding and conducted by a neutral facilitator acceptable to the Parties. If the Parties cannot agree upon a neutral facilitator within thirty days of a demand for non-binding mediation, the Parties agree to use a mediator appointed by the American Arbitration Association and engage in mediation pursuant to rules established by the Association for non-binding mediation. In the event that the mediation does not resolve the dispute, the Parties waive governmental immunity only for the limited purpose of judicial declaratory and/or injunctive relief to enforce rights and obligations arising under this Agreement. This limited waiver of governmental immunity is expressly and solely for nonmonetary relief sought by one of the Parties in the enforcement of this Agreement, except to the extent monetary relief is allowable and available in accordance with an escrow agreement described by Section 2.4 above. In the event that LPWWA obtains funding from LDWA or from an alternative source and said funds are specifically earmarked for this project and are subject to the escrow agreement described in Section 2.4, LPWWA may be compelled to use the funds so obtained for the construction of the Water Conveyance System only to the extent such relief is allowable and available in accordance with the escrow agreement. 2.13 Venue. Any judicial enforcement action required to resolve a dispute arising out of this Agreement may be in any court of competent jurisdiction. 2.14 Non-Severability. Each paragraph of this Agreement is intertwined with the others and is not severable unless by mutual consent of the Parties. 2.15 Effect of Invalidity. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to either of the Parties, the Parties agree to use their best efforts to reform as soon as possible any such invalidity and achieve a valid agreement that accomplishes the purposes of this Agreement as originally set forth. 2.16 Amendment. This Agreement may be amended or modified only by an amendment in writing signed by all Parties. Page 6 of 8 •