ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-1-3024)

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I COOPERATIVE AGREEMENT NO. C -1 -3024 1 C. The AUTHORITY and the PARTICIPATING AGENCIES agree to work together in good 2 faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the 3 performance of this Agreement. 4 D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto 5 consent that they are authorized to execute this Agreement on behalf of said parties and that, by so 6 executing this agreement, the parties hereto are formally bound to the provisions of this Agreement. 7 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 8 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 9 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 10 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 12 number of counterparts, each of which, when executed and delivered shall be deemed an original and 13 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 14 G. In the event that the PROJECT Costs exceed the estimates as submitted in the 15 APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine 16 PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES 17 which shall be documented and submitted in writing as a revision to the agreement. 18 H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 19 state and local laws, statutes, ordinances and regulations of any governmental authority having 20 jurisdiction over the PROJECT. 21 I. Force Maieure: Either Party shall be excused from performing its obligations under this 22 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 23 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 24 commandeering of material, products, plants or facilities by the federal, state or local government; 25 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 26 such cause is presented to the other Party, and provided further that such nonperformance is Page 9 of 17