ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA)

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COOPERATIVE AGREEMENT NO. C-7-2031 1 C. The indemnification and defense obligations of this Agreement shall survive its expiration 2 or termination. 3 ARTICLE 10. ADDITIONAL PROVISIONS 4 A. Term of Agreement: The term of this Agreement shall be in full force and effect through 5 December31, 2021. 6 B. Termination: In the event either Party defaults in the performance of its obligations under 7 this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall provide 8 written notice to the defaulting Party to cure such default within 30 days of such default. If the default 9 cannot be cured within such time, as determined by the non -defaulting Party, then the defaulting Party 10 shall have such additional time as provided in the written notice or such time as the Parties may otherwise 11 agree in writing. In any event, the non -defaulting Party shall promptly take such actions as are reasonably 12 necessary to cure the default. If the default or breach is material and not cured within the time provided 13 herein, either Party has the option, in addition to any other remedies available at law, to terminate this 14 Agreement upon thirty (30) days' prior written notice to the other Party. 15 C. Termination for Convenience: Either Party may terminate this Agreement for its 16 convenience by providing thirty (30) days prior written notice of its intent to terminate for convenience to 17 the other Party. 18 D. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, 19 state, and local laws, statues, ordinances and regulations of any governmental authority having 20 jurisdiction over the PROJECT. 21 E. Legal Authority: AUTHORITY and CITY hereto warrants that the persons executing this 22 Agreement are authorized to execute this Agreement on behalf of said Parties and that by so executing 23 this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 24 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be 25 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 26 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or Page 8 of 11 L:\C am m\CLERICAL\W ORD PROC\AG RE E\AG72031. docx