Common use of TERMS AND RELEASE Clause in Contracts

TERMS AND RELEASE. In consideration of CARB not filing a legal action against CNWF for the alleged violations referred to above, and CNWF’s payment of the penalties set forth below, CARB and CNWF agree as follows: (1) Upon execution of this Agreement, the sum of twenty thousand dollars ($20,000) shall be paid on behalf of CNWF no later than September 16, 2019, as follows: • $20,000.00 payable to the Air Pollution Control Fund The Parties shall exchange signed copies of this Agreement. This Agreement may be executed in counterparts. Facsimile or photocopied signatures shall be considered as valid signatures as of the date hereof, although the original signature pages shall thereafter be appended to this Agreement. Please send the original signed Settlement Agreement and any future mailings or documents required per the terms of this Settlement Agreement to: Please send the payment along with the attached “Settlement Agreement Payment Transmittal Form” (Attachment A) to: (2) If the Attorney General files a civil action to enforce this settlement agreement, CNWF shall pay all costs of investigating and prosecuting the action, including expert fees, reasonable attorney’s costs, and costs. (3) It is further agreed that the penalties described in “Terms and Release”, paragraph 1 are punitive in nature, rather than compensatory. Furthermore, the penalty is intended to deter and punish CNWF for violations of state environmental statutes, and these penalties are payable to and for the benefit of CARB, a government unit. Therefore, it is agreed that these penalties imposed on CNWF by CARB arising from the facts described in recital paragraphs (1) through (6) are non-dischargeable under 11 United StatesCode § 523 (a)(7), which provides an exception from discharge for any debt to the extent such debt is for a fine, penalty or forfeiture payable to and for benefit of governmental unit, and is not compensation for actual pecuniary loss, other than certain types of tax penalties. (4) CNWF shall not violate HSC §§ 43701 et seq., 44011.6 et seq., and 13 CCR §§ 2180 et seq., and 2485 et seq. (5) CNWF shall not violate the Truck and Bus regulation as codified in 13 CCR § 2025. (6) This Agreement shall apply to and be binding up CNWF, and its officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and potent corporations and upon CARB and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. Upon CARB’ approval of the completion of the requirements in Section II, paragraphs (1) and (4), CNWF shall be in compliance with the terms of this agreement. (7) This Agreement constitutes the entire agreement and understanding between CARB and CNWF concerning the subject matter hereof, and supersedes and replaces all prior negotiations and agreements between CARB and CNWF concerning the subject matter hereof. (8) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, is valid or enforceable unless it is in writing and signed by all parties to this Agreement.

TERMS AND RELEASE. In order to resolve the above-described alleged violations and terminate and settle these matters, and in consideration of CARB Energy Commission Staff not filing a pursuing an administrative action under Public Resources Code section 25534 or otherwise seeking legal action redress against CNWF GPC for the above- described alleged violations referred to aboveviolations, the Energy Commission and CNWF’s payment of the penalties set forth below, CARB and CNWF GPC agree as follows: 1. This Agreement settles the regulatory and legal matters for the Geysers Facilities as of the Effective Date (1as defined below in section IV(21)) regarding compliance with applicable LORS related to (a) the use of the fire protection system for non-emergency operations; (b) the repair and maintenance of the fire protection systems; and (c) the performance of required inspection, testing, and maintenance, and the retention of ITM records, as described in sections I(7) and II(2) herein. Upon approval of the BODs by Energy Commission Staff, this agreement further settles all regulatory and legal matters addressed in the BODs and the final recommissioning for each of the Geysers Facilities. 2. The New Conditions of Certification in Exhibit A are intended to be, and are, amendments augmenting the terms of the applicable Final Decisions. Any failure by GPC to comply with these requirements will constitute a significant failure to comply with the Final Decision terms or conditions of approval of the application for certification. 3. GPC shall execute the Agreement and provide a copy no later than thirty (30) days after approval of this Agreement by a publicly noticed Business Meeting to the attention of: Xxxxx Xxxxxxx Deputy Director, Siting Transmission and Environmental Protection Division California Energy Commission, MS-16 0000 0xx Xxxxxx Xxxxxxxxxx, XX 00000 4. GPC shall submit to the Energy Commission a payment in the amount of Two Million, One Hundred Thousand Dollars ($2,100,000) to settle these matters as full accord and satisfaction. The payment is due within 30 days after GPC receives written notification by the Commission’s Compliance Program Manager (“CPM”) of the execution of the Settlement Agreement by the Executive Director. Payment shall be made by electronic transfer to the Energy Commission. Banking information and instructions necessary to complete the electronic transfer shall be provided by the Energy Commission. 5. If the Energy Commission does not approve the Agreement, it shall become null and void. GPC further agrees that if this matter comes before the Energy Commission in an administrative adjudication, members of the Energy Commission and the Executive Director shall not be disqualified from participation because of prior consideration of this Agreement, the sum of twenty thousand dollars ($20,000) shall be paid on behalf of CNWF no later than September 16, 2019, as follows: • $20,000.00 payable to the Air Pollution Control Fund The Parties shall exchange signed copies of this Agreement. This Agreement may be executed in counterparts. Facsimile or photocopied signatures shall be considered as valid signatures as of the date hereof, although the original signature pages shall thereafter be appended to this Agreement. Please send the original signed Settlement Agreement and any future mailings or documents required per the terms of this Settlement Agreement to: Please send the payment along with the attached “Settlement Agreement Payment Transmittal Form” (Attachment A) to: (2) If the Attorney General files a civil action to enforce this settlement agreement, CNWF shall pay all costs of investigating and prosecuting the action, including expert fees, reasonable attorney’s costs, and costs. (3) It is further agreed that the penalties described in “Terms and Release”, paragraph 1 are punitive in nature, rather than compensatory6. Furthermore, the penalty is intended to deter and punish CNWF for violations of state environmental statutes, and these penalties are payable to and for the benefit of CARB, a government unit. Therefore, it is agreed that these penalties imposed on CNWF by CARB arising from the facts described in recital paragraphs (1) through (6) are non-dischargeable under 11 United StatesCode § 523 (a)(7), which provides an exception from discharge for any debt to the extent such debt is for a fine, penalty or forfeiture payable to and for benefit of governmental unit, and is not compensation for actual pecuniary loss, other than certain types of tax penalties. (4) CNWF shall not violate HSC §§ 43701 et seq., 44011.6 et seq., and 13 CCR §§ 2180 et seq., and 2485 et seq. (5) CNWF shall not violate the Truck and Bus regulation as codified in 13 CCR § 2025. (6) This Agreement shall apply to and be binding up CNWF, upon GPC and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary subsidiary, affiliates, and potent corporations parent corporations, and upon CARB the Energy Commission and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. 7. Upon CARB’ approval This Agreement shall constitute the full and final settlement of all matters related to the fire protection systems for the Geysers Facilities described in sections I(7), II(2), and IV(1) herein, subject to GPC’s payment of the completion settlement amount specified herein. 8. In consideration for GPC’s entry into this Agreement and for the one-time settlement payment specified in the Terms and Release provisions of this Agreement, the Commission hereby releases GPC and its principals, directors, officers, agents, employees, shareholders, subsidiaries, affiliates, parent corporations, and predecessors and successors from any and all claims for violations of the requirements Xxxxxx-Xxxxxxx Act, the Commission’s Regulations, the Final Decisions, applicable fire codes, for the matters identified in Section IIsections I(7), paragraphs (1II(2), IV(1) and IV(7) above (4the “Release”). 9. GPC does not admit, and this Agreement does not constitute an admission by GPC as to, any of Energy Commission Staff’s allegations identified in sections I(7), CNWF shall be II(2), IV(1) and IV(7) above in regard to conditions related to the fire protection systems at the Geysers Facilities, and further does not constitute an admission by GPC that it violated the Conditions of Certification contained in the Final Decision or any other law, ordinance, regulation or standard applicable to the Geysers Facilities. Further, GPC’s agreement to the New Conditions of Certification is not evidence of and does not constitute an admission by GPC that the Geysers Facilities are or were ever out of compliance with any applicable laws, ordinances, regulations, and standards. GPC reserves the terms right to contest the use of this agreementAgreement in any other matter or proceeding, except in a proceeding to enforce the Agreement itself. 10. To the extent required by law, neither Party shall disclose any confidential information provided in support of this Agreement unless (7a) written permission to do so has been provided by the Party providing the information, or (b) disclosure is required by law. To be confidential, information must be marked with wording such as “Confidential,” “Proprietary,” “Trade Secret,” or other terms sufficient to provide notice of the confidential nature of such information. In connection with requests for disclosure under law to the extent allowed by law, the disclosing Party will use reasonable efforts to (i) notify the other Party prior to any disclosure of confidential information and (ii) reasonably cooperate with the other Party’s efforts to prevent or limit such disclosure. 11. This Agreement constitutes the entire agreement and understanding between CARB and CNWF concerning the subject matter hereofParties, and this Agreement fully supersedes and replaces any and all prior negotiations and agreements agreement of any kind regarding the matters herein, whether written or oral, between CARB the Energy Commission and CNWF concerning the subject matter hereofGPC. (8) 12. No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, is shall be valid or enforceable unless it is in writing and signed by all parties Parties to this Agreement. 13. Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement. 14. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s choice of law rules. 15. Any civil litigation to enforce this Agreement shall be filed in the Superior Court of California, County of Sacramento. 16. Each provision of this Agreement is severable, and in the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement remains in full force and effect. 17. The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing such provision or any other provision of this Agreement. The rights and remedies granted all Parties herein are cumulative and the election of one right or remedy by a Party shall not constitute a waiver of such Party’s right to assert all other legal remedies available under this Agreement or otherwise provided by law. 18. This Agreement is deemed to have been drafted equally by the Parties; it will not be interpreted for or against either Party on the ground that said Party drafted it. 19. The Commission agrees to provide a copy to GPC at least one business day prior to the Commission’s issuance of any press release regarding this Agreement. 20. The undersigned represent that they have the authority to execute this Agreement. 21. This Agreement is effective upon signature by both Parties (the “Effective Date”). 22. The Parties agree that pdf signatures and multiple signature pages are acceptable for purposes of executing this Agreement. By: By: Name: Xxxx Xxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Executive Director Title: Assistant Secretary Date: Date: This compliance section, provides a means for assuring that facility is maintained, operated, and closed in compliance with public health and safety and environmental law; all other applicable laws, ordinances, regulations, and standards (LORS); and the conditions adopted by the California Energy Commission (CEC) and specified in the CEC’s Decision on the project’s Application for Certification (AFC), or otherwise required by law. The Compliance Conditions of Certification are composed of elements that: • Set forth the duties and responsibilities of the compliance project manager (CPM), the project owner or operator, delegate agencies, and others; • Set forth the requirements for handling confidential records and maintaining the compliance record; • State procedures for settling disputes and making post-certification changes; • State the requirements for periodic compliance reports and other administrative procedures that are necessary to verify the compliance status for all CEC-approved conditions of certification; • Establish contingency planning, facility non-operation protocols, and closure requirements; and • Establish a tracking method for the technical area conditions of certification that contain measures required to mitigate potentially adverse project impacts associated with construction, operation, and closure below a level of significance; each technical condition of certification also includes one or more verification provisions that describe the means of assuring that the condition has been satisfied. KEY PROJECT EVENT DEFINITIONS The following terms and definitions help determine when various conditions of certification are implemented. ROLES AND RESPONSIBILITIES Provided below is a generalized description of the compliance roles and responsibilities for CEC staff (staff) and the project owner for the construction and operation of facility.

TERMS AND RELEASE. In order to resolve the above-described alleged violations and terminate and settle these matters, and in consideration of CARB Energy Commission Staff not filing a pursuing an administrative action under Public Resources Code section 25534 or otherwise seeking legal action redress against CNWF GPC for the above- described alleged violations referred to aboveviolations, the Energy Commission and CNWF’s payment of the penalties set forth below, CARB and CNWF GPC agree as follows: 1. This Agreement settles the regulatory and legal matters for the Geysers Facilities as of the Effective Date (1as defined below in section IV(21)) regarding compliance with applicable LORS related to (a) the use of the fire protection system for non-emergency operations; (b) the repair and maintenance of the fire protection systems; and (c) the performance of required inspection, testing, and maintenance, and the retention of ITM records, as described in sections I(7) and II(2) herein. Upon approval of the BODs by Energy Commission Staff, this agreement further settles all regulatory and legal matters addressed in the BODs and the final recommissioning for each of the Geysers Facilities. 2. The New Conditions of Certification in Exhibit A are intended to be, and are, amendments augmenting the terms of the applicable Final Decisions. Any failure by GPC to comply with these requirements will constitute a significant failure to comply with the Final Decision terms or conditions of approval of the application for certification. 3. GPC shall execute the Agreement and provide a copy no later than thirty (30) days after approval of this Agreement by a publicly noticed Business Meeting to the attention of: Xxxxx Xxxxxxx Deputy Director, Siting Transmission and Environmental Protection Division California Energy Commission, MS-16 0000 0xx Xxxxxx Sacramento, CA 95814 4. GPC shall submit to the Energy Commission a payment in the amount of Two Million, One Hundred Thousand Dollars ($2,100,000) to settle these matters as full accord and satisfaction. The payment is due within 30 days after GPC receives written notification by the Commission’s Compliance Program Manager (“CPM”) of the execution of the Settlement Agreement by the Executive Director. Payment shall be made by electronic transfer to the Energy Commission. Banking information and instructions necessary to complete the electronic transfer shall be provided by the Energy Commission. 5. If the Energy Commission does not approve the Agreement, it shall become null and void. GPC further agrees that if this matter comes before the Energy Commission in an administrative adjudication, members of the Energy Commission and the Executive Director shall not be disqualified from participation because of prior consideration of this Agreement, the sum of twenty thousand dollars ($20,000) shall be paid on behalf of CNWF no later than September 16, 2019, as follows: • $20,000.00 payable to the Air Pollution Control Fund The Parties shall exchange signed copies of this Agreement. This Agreement may be executed in counterparts. Facsimile or photocopied signatures shall be considered as valid signatures as of the date hereof, although the original signature pages shall thereafter be appended to this Agreement. Please send the original signed Settlement Agreement and any future mailings or documents required per the terms of this Settlement Agreement to: Please send the payment along with the attached “Settlement Agreement Payment Transmittal Form” (Attachment A) to: (2) If the Attorney General files a civil action to enforce this settlement agreement, CNWF shall pay all costs of investigating and prosecuting the action, including expert fees, reasonable attorney’s costs, and costs. (3) It is further agreed that the penalties described in “Terms and Release”, paragraph 1 are punitive in nature, rather than compensatory6. Furthermore, the penalty is intended to deter and punish CNWF for violations of state environmental statutes, and these penalties are payable to and for the benefit of CARB, a government unit. Therefore, it is agreed that these penalties imposed on CNWF by CARB arising from the facts described in recital paragraphs (1) through (6) are non-dischargeable under 11 United StatesCode § 523 (a)(7), which provides an exception from discharge for any debt to the extent such debt is for a fine, penalty or forfeiture payable to and for benefit of governmental unit, and is not compensation for actual pecuniary loss, other than certain types of tax penalties. (4) CNWF shall not violate HSC §§ 43701 et seq., 44011.6 et seq., and 13 CCR §§ 2180 et seq., and 2485 et seq. (5) CNWF shall not violate the Truck and Bus regulation as codified in 13 CCR § 2025. (6) This Agreement shall apply to and be binding up CNWF, upon GPC and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary subsidiary, affiliates, and potent corporations parent corporations, and upon CARB the Energy Commission and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. 7. Upon CARB’ approval This Agreement shall constitute the full and final settlement of all matters related to the fire protection systems for the Geysers Facilities described in sections I(7), II(2), and IV(1) herein, subject to GPC’s payment of the completion settlement amount specified herein. 8. In consideration for GPC’s entry into this Agreement and for the one-time settlement payment specified in the Terms and Release provisions of this Agreement, the Commission hereby releases GPC and its principals, directors, officers, agents, employees, shareholders, subsidiaries, affiliates, parent corporations, and predecessors and successors from any and all claims for violations of the requirements Xxxxxx-Xxxxxxx Act, the Commission’s Regulations, the Final Decisions, applicable fire codes, for the matters identified in Section IIsections I(7), paragraphs (1II(2), IV(1) and IV(7) above (4the “Release”). 9. GPC does not admit, and this Agreement does not constitute an admission by GPC as to, any of Energy Commission Staff’s allegations identified in sections I(7), CNWF shall be II(2), IV(1) and IV(7) above in regard to conditions related to the fire protection systems at the Geysers Facilities, and further does not constitute an admission by GPC that it violated the Conditions of Certification contained in the Final Decision or any other law, ordinance, regulation or standard applicable to the Geysers Facilities. Further, GPC’s agreement to the New Conditions of Certification is not evidence of and does not constitute an admission by GPC that the Geysers Facilities are or were ever out of compliance with any applicable laws, ordinances, regulations, and standards. GPC reserves the terms right to contest the use of this agreementAgreement in any other matter or proceeding, except in a proceeding to enforce the Agreement itself. 10. To the extent required by law, neither Party shall disclose any confidential information provided in support of this Agreement unless (7a) written permission to do so has been provided by the Party providing the information, or (b) disclosure is required by law. To be confidential, information must be marked with wording such as “Confidential,” “Proprietary,” “Trade Secret,” or other terms sufficient to provide notice of the confidential nature of such information. In connection with requests for disclosure under law to the extent allowed by law, the disclosing Party will use reasonable efforts to (i) notify the other Party prior to any disclosure of confidential information and (ii) reasonably cooperate with the other Party’s efforts to prevent or limit such disclosure. 11. This Agreement constitutes the entire agreement and understanding between CARB and CNWF concerning the subject matter hereofParties, and this Agreement fully supersedes and replaces any and all prior negotiations and agreements agreement of any kind regarding the matters herein, whether written or oral, between CARB the Energy Commission and CNWF concerning the subject matter hereofGPC. (8) 12. No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, is shall be valid or enforceable unless it is in writing and signed by all parties Parties to this Agreement. 13. Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement.

TERMS AND RELEASE. In consideration of CARB not filing a legal action against CNWF XXXXXXXX XXXXXXX for the alleged violations referred to above, and CNWF’s XXXXXXXX XXXXXXX’X payment of the penalties set forth in Section 1 below, CARB and CNWF XXXXXXXX XXXXXXX agree as follows: (1) Upon execution of this Agreement, the sum of twenty thousand five hundred dollars ($20,000500.00) shall be paid on behalf of CNWF XXXXXXXX XXXXXXX no later than September 16MAY 29, 20192020, as follows: • $20,000.00 500.00 payable to the Air Pollution Control Fund The Parties shall exchange signed copies of this Agreement. This Agreement may be executed in counterparts. Facsimile or photocopied signatures shall be considered as valid signatures as of the date hereof, although the original signature pages shall thereafter be appended to this Agreement. Please send the original signed Settlement Agreement and any future mailings or documents required per the terms of this Settlement Agreement to: Please send the payment along with the attached “Settlement Agreement Payment Transmittal Form” (Attachment A) to: (2) If the Attorney General files a civil action to enforce this settlement agreement, CNWF XXXXXXXX XXXXXXX shall pay all costs of investigating and prosecuting the action, including expert fees, reasonable attorney’s costs, and costs. (3) It is further agreed that the penalties described in “Terms and Release”, paragraph 1 are punitive in nature, rather than compensatory. Furthermore, the penalty is intended to deter and punish CNWF XXXXXXXX XXXXXXX for violations of state environmental statutes, and these penalties are payable to and for the benefit of CARB, a government governmental unit. Therefore, it is agreed that these penalties imposed on CNWF COMPANY NAME by CARB arising from the facts described in recital paragraphs (1) through (69) are non-dischargeable under 11 United StatesCode States Code § 523 (a)(7), which provides an exception from discharge for any debt to the extent such debt is for a fine, penalty or forfeiture payable to and for benefit of governmental unit, and is not compensation for actual pecuniary loss, other than certain types of tax penalties. (4) CNWF XXXXXXXX XXXXXXX shall not violate HSC §§ 43701 et seq., 44011.6 et seq., and 13 CCR §§ 2180 et seq., 2190 et seq., and 2485 et seq. (5) CNWF XXXXXXXX XXXXXXX shall comply with one or both of the following options to attend the California Council on Diesel Education and Technology (CCDET I) class, (SAE J1667 Snap Acceleration Smoke Test Procedure for Heavy-Duty Diesel Powered Vehicles) as described on the CCDET webpage, xxxxx.xxx. This class is conducted by various California Community Colleges and instructs attendees on compliance with the PSIP, the ECL regulation and the HDVIP. (a) XXXXXXXX XXXXXXX shall have the fleet maintenance manager (or equivalent) and all staff performing opacity tests for compliance with PSIP and the HDVIP attend the CCDET I class. Proof of CCDET I completion shall be provided to CARB within six months of the date of this Agreement and be maintained in each applicable employee’s file for the term of his or her employment. (b) If XXXXXXXX XXXXXXX uses a contractor to perform the annual smoke opacity testing required under the PSIP, in addition to having the fleet maintenance manager (or equivalent) attend the CCDET I course, XXXXXXXX XXXXXXX shall obtain proof that the contractor’s staff conducting the smoke opacity tests completed the CCDET I course within the past four years. This proof of CCDET I completion shall be provided to CARB with PSIP records as required by this Agreement and be maintained with the annual PSIP records. (6) XXXXXXXX XXXXXXX shall submit copies of all PSIP compliance records for the year 2020 to CARB by January 31 of the following year. Copies shall be addressed to the attention of Xx. Xxxxxx Xxx at the California Air Resources Board, Enforcement Division, P.O. Box 2815, Sacramento, California 95812. CARB reserves the right to visit any XXXXXXXX XXXXXXX fleet location at any time to conduct compliance audits for the HDVIP and PSIP, or any other applicable CARB program. (7) XXXXXXXX XXXXXXX shall complete Low NOx Software Upgrades (reflash) on all applicable heavy-duty diesel engines operating in California and report to CARB within 45 days of this agreement. (8) XXXXXXXX XXXXXXX shall remain in compliance with the ECL regulation as codified in 13 CCR § 2183. (9) XXXXXXXX XXXXXXX shall instruct all employees who operate diesel-fueled vehicles to comply with the idling regulations set forth in 13 CCR § 2485, within 45 days of this Agreement. (10) XXXXXXXX XXXXXXX shall not violate the Truck and Bus regulation as codified in 13 CCR § 2025. (611) XXXXXXXX XXXXXXX, by December 31, 2020, shall submit proof of compliance with the January 1, 2021 Truck and Bus deadline, for all regulated heavy-duty diesel vehicles, to Xx. Xxxxxx Xxx, Air Resources Engineer, California Air Resources Board, Enforcement Division, P.O. Box 2815, Sacramento, California 95812. (12) This Agreement shall apply to and be binding up CNWFupon XXXXXXXX XXXXXXX, and its officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and potent parent corporations and upon CARB and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. Upon CARB’ approval of the completion of the requirements in Section II, paragraphs (1) and (4), CNWF shall be in compliance with the terms of this agreement. (713) This Agreement constitutes the entire agreement and understanding between CARB and CNWF XXXXXXXX XXXXXXX concerning the subject matter hereof, and supersedes and replaces all prior negotiations and agreements between CARB and CNWF XXXXXXXX XXXXXXX concerning the subject matter hereof. (8) 14) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, is valid or enforceable unless it is in writing and signed by all parties to this Agreement.