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COOPERATIVE AGREEMENT NO. C-8-1800 <br />MAIN STREET — RTSSP <br />I Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written <br />2 notice to the Party in default. <br />3 D. Termination for Convenience: Either Party may terminate this Agreement for its <br />4 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for <br />5 convenience to the other Party. <br />6 E. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, <br />7 state, and local laws, statues, ordinances and regulations of any governmental authority having <br />8 jurisdiction over the PROJECT. <br />9 F. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they <br />10 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this <br />11 Agreement, the Parties hereto are formally bound to the provisions of this Agreement. <br />12 G. Severability: If any term, provision, covenant or condition of this Agreement is held to be <br />13 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the <br />14 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or <br />15 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />16 H. Counterparts of Agreement: This Agreement may be executed and delivered in any <br />17 number of counterparts, each of which, when executed and delivered shall be deemed an original and all <br />18 of which together shall constitute the same agreement. Facsimile signatures shall be permitted. <br />19 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or <br />20 authority hereunder may be assigned in whole or in part by either Party without the prior written consent <br />21 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed <br />22 void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent <br />23 assignment, nor the waiver of any right to consent to such subsequent assignment. <br />24 J. Governing Law: The laws of the State of California and applicable local and federal laws, <br />25 regulations and guidelines shall govern this Agreement. <br />26 <br />Page 10 of 15 <br />L.\Camm\CLERICAL\VVORDPROC\AGREE\AG81800,docx <br />