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ACTIA Bicycle/Pedestrian Countywide Discretionary Fund Program ACTIA No. A07-0014 Cycle 3 Grant Funding Agreement 11) Severability: Should any part of this Agreement be declared unlawful, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the invalid portion(s), reasonably be interpreted to give effect to the intentions of the parties. 12) Effective Date: The effective date of this Agreement is the Grant Notice to Proceed date listed in Table B-2 in Attachment B. 13) General Compliance with Laws: The performance of this Agreement and the expenditure of ACTIA funds received under this Agreement will be in accordance with all applicable provisions of local and state law. 14) Force Majeure: Neither ACTIA nor Project Sponsor shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services, directly or indirectly, from the acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of ACTIA or Project Sponsor. 15) Governing Law: This Agreement shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the State of California. 16) Binding on Successors: All of the terms, provisions and conditions of this Agreement will be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives. 17) Attorneys' fees: If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in said proceeding will recover, in addition to all court costs, reasonable attorneys' fees. BikePed-Cycle3-A070014-EBRPD-AlamoCanalTrail Page 7 of 19