Item 18 - Cooperative Agreement with the Cities of Brea, Placentia, Anaheim, and Orange

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provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. d. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile and electronic signatures will be permitted. e. In the event that the project costs exceed the estimates submitted in the Project Application as prepared, all parties agree to meet and determine project revisions to meet the budget, or a revised funding proposal by the cities that shall be documented and submitted in writing as a revision to the Agreement. The parties shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental agency having jurisdiction over the project. g. Force Majeure: Any party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including, but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or, a material act or omission by the other party; when satisfactory evidence of such cause is presented to the other parties, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the party not performing. h. Assignment: Neither this Agreement, nor any of the parties' rights, obligations, or duties hereunder may be assigned in whole or in part by any party without the prior written consent of all the other parties in their sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. i. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to authorize or require any party to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. k. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing party. I. Notices: Any notices, requests, or demands made between the parties pursuant to this Agreement are to be directed as follows: City of Santa Ana Public Works Agency 20 Civic Center Plaza, M-43 Santa Ana, CA 92701 t�