ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-5-3586)

Home Browse Search

COOPERATIVE AGREEMENT NO. C -5 -3583 1 F. Legal Authority: The AUTHORITY and the CITY hereto consent that they are 2 authorized to execute this Agreement on behalf of said Parties and that, by so executing this 3 Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 4 G. Severability: If any term, provision, covenant or condition of this Agreement is held to 5 be 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 H. 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 or emailed PDF documents with 11 signatures will be permitted. 12 I. Force Maieure: Either Party shall be excused from performing its obligations under this 13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 14 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; 15 commandeering of material, products, plants or facilities by the federal, state or local government; 16 national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of 17 such cause is presented to the other Party, and provided further that such nonperformance is 18 unforeseeable, beyond control and not due to the fault or negligence of the Party not performing. 19 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, 20 or authority hereunder may be assigned in whole or in part by either Party without the prior written 21 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall 22 be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent 23 to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 24 K. Governing Law and Venue: The laws of the State of California and applicable local 25 and federal laws, regulations and guidelines shall govern this Agreement. The Parties agree that 26 / Page 9 of 13 L:\Camm\CLERICAL\WORDPROC\AGREE\AG53583—corrected 2016.04.27.docx