25Q - AGMT STREETCAR RIGHT OF WAY COOP

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COOPERATIVE AGREEMENT NO. C-6-1433 1 due diligence. Force Majeure events shall include, but not be limited to: (i) discovery of any resources 2 or a change in law which requires a state or federal approval that was not previously required for the 3 Project; (ii) regulatory and technical changes not previously required for the Project; (iii) fire, flood, 4 earthquake, or other natural disaster; (iv) strikes and labor disputes of greater than 30 days; (v) delays 5 caused by permitting agencies that exceed the reasonably anticipated review times; (vi) failure of 6 utilities to relocate in a reasonable time; and (vii) war, terrorist activities, government sanctions, 7 embargos, civil unrest, and material or labor shortages. A Party's performance will only be excused g for the length of the delay and any reasonable time thereafter that is necessary to commence 9 performance of a Party's obligations under this Agreement. 10 ARTICLE 14. ASSIGNMENT 11 Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority 12 hereunder may be assigned in whole or in part by either Party without the prior written consent of the 13 other Party. Any such attempt of assignment shall be deemed void and of no force and effect. 14 Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the 15 waiver of any right to consent to such subsequent assignment. Notwithstanding the foregoing, 16 AUTHORITY may assign this Agreement to another public entity provided that it provides notice to 17 CITY at least six (6) months prior to the effective date of such assignment. The notice shall include 18 evidence that such public entity is authorized by law to operate the Streetcar System and has the 19 financial capability, infrastructure and personnel to meet AUTHORITY's obligations under this 20 Agreement. CITY shall approve such assignment within 45 days of such notice from AUTHORITY, 21 unless CITY reasonably determines that the proposed assignee cannot meet the obligations of this 22 Agreement. AUTHORITY shall provide such additional information as is reasonably required by CITY 23 to make its determination. 24 ARTICLE 15. SUBCONTRACTING 25 AUTHORITY may, in its sole discretion, enter into contracts with third parties to perform any 26 of its obligations under this Agreement, provided that AUTHORITY notifies CITY of such contract prior Page 9 of 14 L:\Camm\CLERICAL\WORDPROCXAGREd. J"IQ-;,l6Of l5 OCSC ROW Use Agreement - SA -Final - Updated.dom