ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (17)

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COOPERATIVE AGREEMENT NO. C-3-2323 1 either due to lack of passengers, lack of revenue, lack of funding, other modes of transportation that are 2 developed making the System relatively inefficient, or other similar reasons. 3 ARTICLE 12. ADDITIONAL PROVISIONS 4 A. Compliance: The Parties shall comply with all applicable federal, state, and local laws, 5 statutes, ordinances and regulations of any governmental authority having jurisdiction over the System. 6 B. Legal Authority: The Parties hereto consent that they are authorized to execute this 7 Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are 8 formally bound to the provisions of this Agreement. 9 C. Severability: If any term, provision, covenant or condition of this Agreement is held to be 10 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 11 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 12 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 13 D. Counterparts of Agreement: This Agreement may be executed and delivered in any number 14 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which 15 together shall constitute the same agreement. Electronic or facsimile signatures will be permitted. 16 E. Force Maieure: Either Party shall be excused from performing its obligations under this 17 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 18 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 19 commandeering of material, products, plants or facilities by the federal, state or local government; national 20 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause 21 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 22 the control and is not due to the fault or negligence of the Party not performing. 23 F. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 24 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 25 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 26 / Page 11 of 14