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AGREEMENT NO. C-8-2015 1 the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 2 C. Termination for Convenience: Any Party may terminate this Agreement for its convenience 3 by providing six (6) months' prior written notice of its intent to terminate for convenience to the other 4 Parties. If any MEMBER AGENCY terminates its participation in this Agreement prior to the Agreement's 5 expiration, AUTHORITY shall refund to MEMBER AGENCY its pro rata contribution of unspent funds, as 6 determined by AUTHORITY, as of the effective date of the MEMBER AGENCY's termination. 7 D. AUTHORITY and MEMBER AGENCIES shall comply with all applicable federal, state, and 8 local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over 9 OCTAP. 10 E. Legal Authority: AUTHORITY and MEMBER AGENCIES hereto consent that they are 11 authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, 12 the Parties hereto are formally bound to the provisions of this Agreement. 13 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be 14 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 15 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 16 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 17 G. Counterparts of Agreement: This Agreement may be executed and delivered in any number 18 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which 19 together shall constitute the same agreement. Facsimile signatures will be permitted. 20 H. Force Majeure: Either Party shall be excused from performing its obligations under this 21 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 22 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 23 commandeering of material, products, plants or facilities by the federal, state or local government; national 24 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause 25 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 26 the control and is not due to the fault or negligence of the Party not performing. 5BONN a4043