ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-6-1427)

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COOPERATIVE AGREEMENT NO. C-6-1427 1 WHEREAS, CITY agrees to act as lead agency for construction engineering, construction 2 management and construction of PROJECT; and 3 WHEREAS, this Cooperative Agreement defines the specific terms and conditions and funding 4 responsibilities between AUTHORITY and CITY for completion of PROJECT; and 5 WHEREAS, CITY's Council authorized the CITY to enter into a Cooperative Agreement on 6 Zv*"day of 9ef ewoloer 2016. 7 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: 8 ARTICLE 1. COMPLETE AGREEMENT 9 A. This Cooperative Agreement, including any attachments incorporated herein and made 10 applicable by reference, constitutes the complete and exclusive statement of the term(s) and 11 condition(s) of this Cooperative Agreement between AUTHORITY and CITY and it supersedes all prior 12 representations, understandings, and communications. The invalidity in whole or in part of any term 13 or condition of this Cooperative Agreement shall not affect the validity of other term(s) or condition(s) 14 of this Cooperative Agreement. The above referenced Recitals are true and correct and are 15 incorporated by reference herein. 16 B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) 17 or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of 18 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and 19 CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of 20 this Cooperative Agreement shall not be binding upon AUTHORITY except when specifically 21 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment 22 to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative 23 Agreement. 24 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) 25 or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of 26 CITY's right to such performance or to future performance of such term(s) or condition(s), and Page 3 of 11