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COOPERATIVE AGREEMENT NO. C-3-2433 <br />COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT <br />1 C. Termination: In the event any Party defaults in the performance of their respective <br />2 obligations under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting <br />3 Party shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice <br />4 to the Party in default. <br />5 D. Termination for Convenience: Either Party may terminate this Agreement for its <br />6 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for <br />7 convenience to the other Party. <br />8 E. AUTHORITY and Parties shall comply with all applicable federal, state, and local laws, <br />9 statues, ordinances, and regulations of any governmental authority having jurisdiction over the <br />10 PROJECT. <br />11 F. Legal Authority: The Parties hereto consent that they are authorized to execute this <br />12 Agreement on behalf of said Party and that, by so executing this Agreement, the Parties hereto are <br />13 formally bound to the provisions of this Agreement. <br />14 G. Severability: If any term, provision, covenant, or condition of this Agreement is held to be <br />15 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the <br />16 remainder of this Agreement shall not be affected thereby, and each remaining term, provision, covenant, <br />17 or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />18 H. Counterparts of Agreement: This Agreement may be executed and delivered in any <br />19 number of counterparts, each of which, when executed and delivered shall be deemed an original and all <br />20 of which together shall constitute the same Agreement. Facsimile/electronic signatures shall be permitted. <br />21 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or <br />22 authority hereunder may be assigned in whole or in part by either Party without the prior written consent <br />23 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed <br />24 void and of no force and effect. Consent to one assignment shall not be deemed consent to any <br />25 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. <br />26 / <br />Page 8 of 10 <br />