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10.2.Amendment. No Amendment to this Agreement shall be valid unless in writing and approved by the governing board of each Member Entity then in good standing under this Agreement, and signed by the city, county or town manager of each Member Entity. Notwithstanding the forgoing, Exhibit B to this Agreement may be amended by a majority vote of the Member Entities, and Exhibits C and D to this Agreement may be amended in accordance with the terms set forth therein. 10.3.Force Majeure. Neither the Operator nor any Member Entity shall be liable for any failure or delay in the performance of its obligations pursuant to this Agreement and such failure or delay shall not be deemed a default of this Agreement or grounds for termination hereunder if such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, tornado, lightning strikes, elements of nature or other acts of God, or by acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, court order or other causes not within such party's reasonable control. 10.4.Waiver. A waiver or any breach of any provision of the Agreement shall not constitute or operate as a waiver of any other provision, nor shall failure to enforce and provision hereof operate as a waiver of the enforcement of such provision or any other provision 10.5. Severability. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Agreement shall not affect the validity of the remaining portion of this Agreement so long as the material purposes of this Agreement can be determined and effectuated. If any provision of this Agreement is held to be invalid or unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent. 10.6.Exhibits and Attachments. Each of the following Exhibits and Attachments are attached to and incorporated into this Agreement by reference: Exhibit A: Participant Packet (including resolution) Exhibit B: Operational Definitions, Protocols and Procedures Attachment C: Regional Radio Advisory Council Charter Attachment D: Regional Radio Advisory Council By -Laws The parties have caused this Agreement to be executed as of the date first stated in the beginning of this Agreement by authority duly granted by the Charlotte City Council, and the Board of Commissioners for Mecklenburg County, Union County and Cabarrus County. CITY OF CHARLOTTE COUNTY OF MECKLENBURG City Manager County Manager Attachment number 1 F -5 Page 85