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COOPERATIVE AGREEMENT NO. C- 6.1433 1 This Agreement may be executed and delivered in any number of counterparts, each of 2 which, when executed and delivered shall be deemed an original and all of which together shall 3 constitute the same agreement, Facsimile or emailed PDF documents with signatures will be 4 permitted, 5 ARTICLE 13. FORCE MAJEURE 6 Either Party shall be excused from performing its obligations under this Agreement due to 7 any event beyond the control of the Party to the extent the event materially and adversely affects a 8 Party's ability to perform its obligations under this Agreement and could not have been avoided by 9 reasonable due diligence. Force Majeure events shall include, but not be limited to: (i) discovery of 10 any resources or a change in law which requires a state or federal approval that was not previously 11 required for the Project; (ii) regulatory and technical changes not previously required for the Project; 12 (iii) fire, flood, earthquake, or other natural disaster; (iv) strikes and labor disputes of greater than 30 13 days; (v) delays caused by permitting agencies that exceed the reasonably anticipated review times, 14 (vi) failure of utilities to relocate in a reasonable time; and (vii) war, terrorist activities, government 15 sanctions, embargos, civil unrest, and material or labor shortages. A Party's performance will only 16 be excused for the length of the delay and any reasonable time thereafter that is necessary to 17 commence performance of a Party's obligations under this Agreement. 18 ARTICLE 14. ASSIGNMENT 19 Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority 20 hereunder may be assigned in whole or in part by either Party without the prior written consent of the 21 other Party, Any such attempt of assignment shall be deemed void and of no force and effect. 22 Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the 23 waiver of any right to consent to such subsequent assignment. Notwithstanding the foregoing, 24 AUTHORITY may assign this Agreement to another public entity provided that it provides notice to 25 CITY at least six (6) months prior to the effective date of such assignment. The notice shall include 26 Page 9 of 13 F: \SG &A\SG &A Client Folders \5 - HDR EnglneedngM.09.15 - OCTA- Program Management\work Tasks \1 - Agraements\11 - SA Use Agreements - Final \AG61433 - 20161215 OCSC ROW Use Agreement - SA - Final - Updated.docx 25F -13