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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />COOPERATIVE AGREEMENT NO. C-6-1516 <br />I. Force Majeure: Either Party shall be excused from performing its obligations under this <br />Agreement due to any event beyond the control of the Party to the extent the event materially and <br />adversely affects a Party's ability to perform its obligations under this Agreement and could not have <br />been avoided by reasonable due diligence. Force Majeure events shall include, but not be limited to: <br />(i) discovery of any resources or a change in law which requires a state or federal approval that was <br />not previously required for the Project; (ii) regulatory and technical changes not previously required <br />for the Project; (iii) fire, flood, earthquake, or other natural disaster; (iv) strikes and labor disputes of <br />greater than 30 days; (v) delays caused by permitting agencies that exceed the reasonably anticipated <br />review times; (vi) failure of utilities to relocate in a reasonable time; and (vii) war, terrorist activities, <br />government sanctions, embargos, civil unrest, and material or labor shortages. A Party's performance <br />will only be excused for the length of the delay and any reasonable time thereafter that is necessary <br />to commence performance of a Party's obligations under this Agreement. <br />J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, <br />or authority hereunder may be assigned in whole or in part by either Party without the prior written <br />consent of the other Party. Any such attempt of assignment shall be deemed void and of no force and <br />effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor <br />the waiver of any right to consent to such subsequent assignment. Notwithstanding the foregoing, <br />AUTHORITY may assign this Agreement to another public entity provided that it provides notice to <br />CITY at least six (6) months prior to the effective date of such assignment. The notice shall include <br />evidence that such public entity is authorized by law to construct and/or operate the Streetcar System <br />and has the financial capability, infrastructure and personnel to meet AUTHORITY's obligations under <br />this Agreement. CITY shall approve such assignment within 45 days of such notice from <br />AUTHORITY, unless CITY reasonably determines that the proposed assignee cannot meet the <br />obligations of this Agreement. AUTHORITY shall provide such additional information as is reasonably <br />required by CITY to make its determination. <br />1 <br />hoam rnkl oricaAword proclag roelag61516. docx <br />Page 11 of 15 <br />