ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-3-3087)

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COOPERATIVE AGREEMENT NO. C-3-3087 1 B. Amendment: This Agreement may be amended in writing at any time by the mutual 2 consent of both PARTIES. No amendment shall have any force or effect unless executed in writing by 3 both PARTIES. 4 C. Termination: In the event either PARTY defaults in the performance of any of their 5 obligations under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting 6 Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the 7 other Party. 8 D. Termination for Convenience: Either PARTY may terminate this Agreement for 9 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for 10 convenience to the other PARTY. 11 E. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, 12 state, and local laws, statues, ordinances and regulations of any governmental authority having 13 jurisdiction over the PROJECT. 14 F. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to 15 execute this Agreement on behalf of said PARTIES and that, by so executing this agreement, the 16 PARTIES hereto are formally bound to the provisions of this Agreement. 17 G. Severability: If any term, provision, covenant or condition of this Agreement is held to be 18 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 19 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 20 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 21 H. Counterparts of Agreement: This Agreement may be executed and delivered in any 22 number of counterparts, each of which,when executed and delivered shall be deemed an original and all 23 of which together shall constitute the same agreement. Electronic signatures will be permitted. 24 I. Assignment: Neither this Agreement, nor any of the PARTIES rights, obligations, duties, 25 or authority hereunder may be assigned in whole or in part by either PARTY without the prior written 26 consent of the other PARTY in its sole and absolute discretion. Any such attempt of assignment shall be Page9of12