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COOPERATIVE AGREEMENT NO, C -5 -3583 <br />1 F. Legal Authority: The AUTHORITY and the CITY hereto consent that they are <br />2 authorized to execute this Agreement on behalf of said Parties and that, by so executing this <br />3 Agreement, the Parties hereto are formally bound to the provisions of this Agreement. <br />4 G. Severability: If any term, provision, covenant or condition of this Agreement is held to <br />5 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the <br />6 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or <br />7 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />8 H. Counterparts of Agreement: This Agreement may be executed and delivered in any <br />9 number of counterparts, each of which, when executed and delivered shall be deemed an original and <br />10 all of which together shall constitute the same agreement. Facsimile or emailed PDF documents with <br />11 signatures will be permitted. <br />12 I. Force Maieure: Either Party shall be excused from performing its obligations under this <br />13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable <br />- -14 11 - - -cause -- beyond -its - control, - including - but - not - limited -to: _ any incidence_ of fire, _flood; _acts <br />15 commandeering of material, products, plants or facilities by the federal, state or local government; <br />16 national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of <br />17 such cause is presented to the other Party, and provided further that such nonperformance is <br />18 unforeseeable, beyond control and not due to the fault or negligence of the Party not performing. <br />19 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, <br />20 or authority hereunder may be assigned in whole or in part by either Party without the prior written <br />21 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall <br />22 be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent <br />23 to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. <br />24 K. Governing Law and Venue: The laws of the State of California and applicable local <br />25 11 and federal laws, regulations and guidelines shall govern this Agreement. The Parties agree that <br />Q-011111111M <br />Page 9 of 13 <br />L:\Camm\ CLERICAL \WORDPROCWGREE\AG53583 -26E alb t4.27.docx <br />