ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA)

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COOPERATIVE AGREEMENT NO. C-7-2031 1 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 2 G. Counterparts of Agreement: This Agreement may be executed and delivered in any 3 number of counterparts, each of which, when executed and delivered shall be deemed an original and all 4 of which together shall constitute the same agreement. Facsimile signatures will be permitted. 5 H. Force Maieure: Either Party shall be excused from performing its obligations under this 6 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 7 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 8 commandeering of material, products, plants orfacilities by the federal, state or local government; national 9 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause 10 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 11 the control and is not due to the fault or negligence of the Party not performing. 12 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 13 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 14 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 15 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 16 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 17 J. Governing Law: The laws of the State of California and applicable local and federal laws, 18 regulations and guidelines shall govern this Agreement. 19 K. Litigation fees: In the event that either Party to this Agreement shall commence any legal 20 or equitable action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover 21 its costs of suit, including reasonable costs and attorney's fees as determined by the court. 22 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this 23 Agreement are to be directed as follows: 24 / 25 / 26 / Page 9 of 11 L\Camm\CLERICAL\WORDPROCW GREE1AG72031.docx