(7)AR 052008 Valley Blvd/BNSF Grade Separation project

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Cooperative Agreement No. C08161 o) AUTHORITY agrees to identify the utilities within the PROJECT area and coordinate with the utility companies to determine their location, and if necessary their relocation. p) CITY agrees to provide AUTHORITY copies of the franchise/utility agreements for the utilities in the PROJECT area for the purposes of determining prior rights and estimating utility relocation costs. q) CITY agrees it will invoke its franchise/utility agreements and have its prior rights imposed on utilities if it is determined utilities are in conflict with the PROJECT and require relocation. The CITY will formally inform the utilities of the CITY's prior rights and request the relocation of utilities pursuant to the franchise/utility agreements. SECTION V Miscellaneous a) Notices — Any notices, requests, or demands made between the Parties pursuant to this Agreement shall be addressed to the other Party at the address set forth below. Either Party may change its address by notifying the other Party of the change of address. i) City of Colton 160 South 10`h Street Colton, CA 92324 ii) San Bernardino Associated Governments 1170 West 3`d Street, 2nd Floor San Bernardino, CA 92410 b) Severability — If any term, provision, covenant, or condition of this Agreement is held to be invalid, void, or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. c) Assignment —Neither this Agreement, nor any of the Parties rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole, and absolute, discretion. Any such attempt of assignment shall be deemed void and of no force and effect. d) Governing Law — The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. e) Waiver— No waiver of any default shall constitute a waiver of any other default whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. f) Attorneys Fees — If any legal action is instituted to enforce or declare any Party's rights hereunder, each Party, including the prevailing Party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys fees directly arising from any third party legal action against a Party hereto and payable under the indemnification provisions of this c08161.docx 8 of 10