ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-94-859)

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COOPERATIVE AGREEMENT NO. C-94-859 1 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 2 6.05 Headings and Subtitles. Headings and subtitles of this Agreement have been used for 3 convenience only and do not constitute matter to be considered as interpreting this Agreement. 4 6.06 Attorneys Fees. In the event of any dispute hereunder or any proceeding to enforce the 5 provisions hereof, the prevailing Party in such dispute or proceeding shall be entitled to recover, 6 among other things, all costs, reasonable attorney's fees and reasonable disbursements, 7 regardless of whether such dispute or proceedings are handled by attorneys or employees of 8 such Party or outside counsel. "Prevailing Party in dispute or proceeding" shall be the Party who 9 obtains substantially all the relief sought by such Party in such action or proceedings, regardless 10 of whether final court judgment is entered. 11 6.07 No Waiver on Default. No waiver of any right or failure to exercise any remedy with respect 12 to any matter or event which is the subject of this Agreement shall be or be deemed to be a waiver 13 of such right or remedy with respect to any other matter or event, or to constitute a precedent for 14 purposes of interpretation of this Agreement. 15 6.08 Governing Law. This Agreement shall be governed by and shall be construed in accordance 16 with the laws of the State of California. 17 ARTICLE 7. TERMINATION OF AGREEMENT 18 This Agreement shall commence on the date this Agreement is, executed by both Parties 19 and shall constitute the Parties' agreement with respect to the matters addressed herein from that 20 date forward. The term of the Agreement shall continue until: 21 a. The AUTHORITY or a properly designated assignee of AUTHORITY discontinues 22 to utilize SARTC to serve commuter/intercity passengers. 23 b. The sale or transfer of title of the Commuter/Intercity Rail Station; 24 C. The assignment by a Party without providing prior written notice to the other Party 25 of any of the rights, title, or obligations set forth in this Agreement as it relates to the 26 Commuter/Intercity Rail Station shall give rise to the right of the non-assigning Party to terminate; 27 d. The involuntary transfer by a Party of any of the rights, title or obligations set forth Page 11 of 13 I:\ca mm\clerica I\wordp roc\agre a\a g94859fi na 1.051717vr1.docx