ORANGE COUNTY TRANSPORTATION AUTHORITY (6) - 2013

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COOPERATIVE AGREEMENT NO. C-2-1992 1 D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto 2 represent that they are authorized to execute this Agreement on behalf of said parties and that, by so 3 executing this agreement, the parties hereto are formally bound to the provisions of this Agreement. 4 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 5 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 6 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 7 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 9 number of counterparts, each of which, when executed and delivered shall be deemed an original and 10 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 11 G. In the event that the PROJECT Costs exceed the estimates as submitted in the 12 APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine 13 PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES 14 which shall be documented and submitted in writing as a revision to the agreement. 15 H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 16 state and local laws, statutes, ordinances and regulations of any governmental authority having 17 jurisdiction over the PROJECT. 18 I. Force Maieure: Either Party shall be excused from performing its obligations under this 19 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 20 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 21 commandeering of material, products, plants or facilities by the federal, state or local government; 22 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 23 such cause is presented to the other Party, and provided further that such nonperformance is 24 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. 25 J. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or 26 authority hereunder may be assigned in whole or in part by either Party without the prior written consent Page 9 of 15