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5. This AGREEMENT may only be modified or amended in writing. All modifications, amendments, changes and revisions of this AGREEMENT in whole or part, and from time to time, shall be binding upon the parties, so long as the same shall be in writing and executed by SCRRA and the CITY. 6. SCRRA and CITY books pertaining to the work covered by this AGREEMENT shall be open to inspection and audit by representative of the SCRRA and CITY for three (3) years after payment of final invoice. If funding is provided by State and FHWA, under Section 130, the books pertaining to the work shall be open to inspection and audit by representative of the State and FHWA for three years (3) after FHWA payment of final invoice. 7. The execution and delivery of this AGREEMENT by each party and the consummation of the transactions contemplated hereby are within the power of each party and have been duly authorized by all necessary actions of each respective party. 8. This AGREEMENT and the exhibits attached hereto contain the entire understanding between the parties and supersede any prior written or oral understanding and agreement between them regarding the subject matter of this AGREEMENT. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this AGREEMENT, which are not fully expressed herein. 9. In addition to the specific provisions of this AGREEMENT, delay in performance by any party hereunder shall not be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; weather; fires; casualties; accidents; emergencies; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; unusually severe weather; Federally-mandated inspections and maintenance; and/or any other causes beyond the control or without the fault of the party claiming an extension of time for any such cause. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than 30 days after the commencement of the cause, the period shall commence to run only 30 days prior to the giving of such notice. 10. Each party to this AGREEMENT covenants and agrees that each party shall carry out all construction and other work in connection with the PROJECT, and any other work performed pursuant to this AGREEMENT, in compliance with all applicable laws, including but not limited to, all applicable federal and state occupational, safety and health standards, nondiscrimination requirements, accessibility for the disabled, and prevailing wages 11. In the event any part of this AGREEMENT is declared by a court of competent jurisdiction to be invalid, void or unenforceable, such part shall be deemed Grade Crossing Safety Enhancement Project Page 9 of 14 Draft Construction and Maintenance Agreement City of Santa Ana 10/17/08 25B-27