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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />COOPERATIVE AGREEMENT NO. C-0-2038 <br />MACARTHUR BOULEVARD I TALBERT AVENUE — RTSSP <br />D. Termination for Convenience: Either Party may terminate this Agreement for Its <br />convenience by providing thirty (30) calendar days prior written notice of Its Intent to terminate for <br />convenience to the other Party. <br />E. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all <br />applicable federal, state, and local laws, statues, ordinances and regulations of any governmental <br />authority having jurisdiction over the PROJECT. <br />F.LecialAuthorl :AUTHORITY and PARTICIPATING AGENCIES hereto consent thatthey <br />are authorized to execute this Agreement on behalf of said Parties and that, by so executing this <br />Agreement, the Parties hereto are formally bound to the provisions of this Agreement, <br />G. Severability: If any term, provision, covenant or condition of this Agreement is held to be <br />invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the <br />remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or <br />condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />H. Counterparts of Agreement: This Agreement may be executed and delivered in any <br />number of counterparts, each of which, when executed and delivered shall be deemed an original and all <br />of which together shall constitute the same agreement. Facsimile signatures shall be permitted. <br />1. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or <br />authority hereunder may be assigned in whole or in part by either Party without the prior written consent <br />of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed <br />void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent <br />assignment, nor the waiver of any right to consent to such subsequent assignment. <br />J. Governing Law: The laws of the State of California and applicable local and federal laws, <br />regulations and guidelines shall govern this Agreement. <br />K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, <br />the court shall award costs and expenses, including attorney's fees, to the prevailing Party. <br />L:1Camm1CLERICALIVJORDIPROCIAOREE 002038 <br />Page 10 of 14 <br />