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MASTER FUNDING AGREEMENT NO. C-1-2783 <br />1 B. Termination: This agreement is null and void if PROJECT is not awarded. However, <br />2 AUTHORITY agrees to reimburse AGENCY for any costs incurred up to the official date of notification <br />3 to AGENCY that PROJECT will not be awarded. <br />4 C. AUTHORITY and AGENCY shall comply with all applicable federal, state, and local <br />5 laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the <br />6 PROJECT(s). <br />7 D. Legal Authority: AUTHORITY and AGENCY hereto consent that they are authorized to <br />8 execute this Agreement on behalf of said parties and that, by so executing this agreement, the parties <br />9 hereto are formally bound to the provisions of this Agreement. <br />10 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be <br />11 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the <br />12 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or <br />13 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />14 F. Counterparts of Agreement: This Agreement may be executed and delivered in any <br />15 number of counterparts, each of which, when executed and delivered shall be deemed an original and <br />16 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. <br />17 G. Force Maieure: Either Party shall be excused from performing its obligations under this <br />18 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable <br />19 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; <br />20 commandeering of material, products, plants or facilities by the federal, state or local government; <br />21 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of <br />22 such cause is presented to the other Party, and provided further that such nonperformance is <br />23 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. <br />24 H. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or <br />25 authority hereunder may be assigned in whole or in part by either Party without the prior written consent <br />26 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed <br />Page 8 of 10 <br />LACamm\Marvin\Cooperative Agreements\CTFP Master Funding Agreement\Agreements\C-1-2783 City of Santa Ana.docx <br />