25F - AGMT - STREETCAR CONSTRUCTION

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COOPERATIVE AGREEMENT NO. C -6 -1516 1 I. Force Maieure: Either Party shall be excused from performing its obligations under this 2 Agreement due to any event beyond the control of the Party to the extent the event materially and 3 adversely affects a Party's ability to perform its obligations under this Agreement and could not have 4 been avoided by reasonable due diligence. Force Majeure events shall include, but not be limited to: 5 (1) discovery of any resources or a change in law which requires a state or federal approval that was 6 not previously required for the Project; (ii) regulatory and technical changes not previously required 7 for the Project; (iii) fire, flood, earthquake, or other natural disaster; (iv) strikes and labor disputes of 8 greater than 30 days; (v) delays caused by permitting agencies that exceed the reasonably anticipated 9 review times; (vi) failure of utilities to relocate in a reasonable time; and (vii) war, terrorist activities, 10 government sanctions, embargos, civil unrest, and material or labor shortages. A Party's performance 11 will only be excused for the length of the delay and any reasonable time thereafter that is necessary 12 to commence performance of a Party's obligations under this Agreement. 13 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, 14 or authority hereunder may be assigned in whole or in part by either Party without the prior written 15 consent of the other Party. Any such attempt of assignment shall be deemed void and of no force and 16 effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor 17 the waiver of any right to consent to such subsequent assignment. Notwithstanding the foregoing, 18 AUTHORITY may assign this Agreement to another public entity provided that it provides notice to 19 CITY at least six (6) months prior to the effective date of such assignment. The notice shall include 20 evidence that such public entity is authorized by law to construct and /or operate the Streetcar System 21 and has the financial capability, infrastructure and personnel to meet AUTHORITY's obligations under 22 this Agreement. CITY shall approve such assignment within 45 days of such notice from 23 AUTHORITY, unless CITY reasonably determines that the proposed assignee cannot meet the 24 obligations of this Agreement. AUTHORITY shall provide such additional information as is reasonably 25 required by CITY to make its determination. 26 / Page 11 of 15 I: \cam m \clerical \word p roc \ag ree \ag61516.docx 25F -15