Item 17 - Approve Cooperative Agreement with the City of Irvine

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H. Force Majeure. Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. I. Assignment. Neither this Agreement, nor any of the Parties’ rights, obligations, duties, or authority hereunder may be assigned in whole or in part by any Party without the prior written consent of the other Party hereto in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one (1) assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Obligations to Comply with Law. Nothing herein shall be deemed or construed to authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. K. Governing Law. The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. L. Attorneys’ Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney’s fees. M. Notices. Any notice, demand, request, consent, approval or communication under this Agreement shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed given (a) upon personal delivery or (b) forty- eight (48) hours from deposit of such notice in the United States mail, postage prepaid. To City of Irvine: City of Irvine Transportation Department P.O. Box 19575 Irvine, CA 92623-9575 To City of Santa Ana : City of Santa Ana Traffic Engineering Section/M43 20 Civic Center Plaza Santa Ana, CA 92702