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4. Addition of New Parties. New parties may join this Agreement by an addendum subject to the written agreement of all Parties and shall be subject to the identical terms and conditions as the existing Parties except that the reimbursement obligation of the Parties will be revised accordingly. 5. Term. The term of this Agreement will commence on the date first written above and shall apply to all costs in connection with future work, repairs, and operating costs contracted by the Company. 6. Amendment and Waiver. Except for any Addendum added pursuant to this Section 6, no change or modification of this Agreement shall be valid unless the same is in writing and signed by all Parties, and no verbal understanding or agreement not incorporated herein shall be binding on any Party hereto. 7. Governing Law. This Agreement shall be construed and governed by the laws of the State of California, and any suit or action initiated by any Party shall be brought in the Superior Court for the County of San Bernardino, California, or the United States District Court for the Central District of California. 8. Time of Essence. Time is of the essence for every provision hereof in which time is a factor. 9. Benefit of Parties. The terms of this Agreement shall be binding and inure to the benefit of the Parties hereto and their successors and assigns. No Party shall assign this Agreement or any portion thereof to a third party without the prior written consent of all of the other Parties. Any such assignment without prior written consent by one Party shall give any or all of the other Parties the right to automatically and immediately terminate this Agreement with respect to the Party making the unauthorized assignment without advance notice. 10. Entire Agreement of the Parties. Except for any addendum added pursuant to Section 5, this Agreement supersedes any and all agreements, either oral or written, between the Parties with respect to the subject matter of this Agreement and contains all of the representations, covenants, and agreements between the Parties with respect to the subject matter of this Agreement. 11. Independent Counsel. Each Party has had the opportunity to consult with its own attorney with respect to this Agreement, and in the event that any language contained herein is construed to be vague or ambiguous, this Agreement shall not be strictly construed against any Party. 12. Notice. Notice given under or regarding this Agreement shall be deemed given upon delivery into the United States Mail if delivery is by postage paid certified mail (return receipt requested), or reputable overnight commercial delivery service. Notice shall be sent to the respective Party at the address indicated below or to any other address as a Party may designate from time to time by a notice given in accordance with this paragraph. 2 I:\cmo\Agreements\Cost Sharing and Rennbursement Agreement Re Pioneer Mutual Water Company Well Repair FY23-0088.docx-ms