ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF IRVINE

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e MEMORANDUM OF UNDERSTANDING NO. C-3-2926 1 and 2 WHEREAS, all PARTIES wish to enter an MOU to identify the roles, responsibilities, and 3 commitments of the PARTIES in processing the Amendment to the MPAH and mitigating the related 4 appreciable impacts; s NOW, THEREFORE, it is mutually understood and agreed by the PARTIES as follows: G ARTICLE 1. COMPLETE AGREEMENT: 7 A. This MOU, including all exhibits and documents incorporated herein and made applicable 8 by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of the 9 MOU between the PARTIES concerning the Amendment to the MPAH and supersedes all prior 1.0 representations, understandings and communications concerning the same subject matter between the 11 PARTIES.The invalidity, in whole or part, of any term or condition of this MOU shall not affect the validity 12 of other term(s) or condition(s) of this MOU. The above referenced recitals are true and correct and are 13 incorporated by reference herein. .14 B. Any PARTY's failure to insist on any instance(s) of performance of any term(s) or 1s condition(s) of this MOU shall not be construed as a waiver or relinquishment of rights to such 16 performance or to future performance of such term(s) or condition(s), and obligations in respect thereto 17 shall continue in full force and effect. is ARTICLE 2. MUTUAL RESPONSIBILITIES OF ALL PARTIES: .19 A. Each PARTY to this MOU agrees to cooperate and coordinate with the other PARTIES to 20 this MOU and including, but not limited to their respective staff, contractors, consultants, and vendors in 21 providing services required under this MOU to the extent practicable. 22 B. All PARTIES to this MOU agree to work diligently together, and in good faith, toward the 23 resolution of any unforeseen issues and disputes arising out of the performance of this MOU. 24 25 20 3