Agmt18 San Mateo Co Transportation Authority and Peninsula Corridor Joint Powers Board MOU

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Express waivers are limited in scope and duration to their express provisions. Consent to an action or actions do not imply consent to any future action(s). 4. Assi ng ment. No Party can assign, transfer or otherwise substitute its interests or obligations under this MOU without the written consent of all other Parties. Governing Law. This MOU is governed by the laws of the State of California as applied to contracts that are made and performed entirely in California. 6. Modifications. This MOU may only be modified in a writing executed by all Parties. Disputes. If a question arises regarding interpretation of this MOU or its performance, or the alleged failure of a Party to perform, the Party raising the question or making the allegation must give written notice thereof to the other Party. The Parties will promptly meet in an effort to resolve the issues raised. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation, may be pursued by mutual agreement. It is the intent of the Parties to the extent possible that litigation be avoided as a method of dispute resolution. 8. Attomeys' Fees. In the event legal proceedings are instituted to enforce any provision of this MOU, the prevailing Party in said proceedings is entitled to its costs, including reasonable attorneys' fees, in addition to such other remedies to which it may be entitled. Reasonable attorney's fees includes fees determined using reasonable market rates for attorneys even if the attorneys involved are a Party's salaried staff attorneys 9. Relationship of the Parties. It is understood that this is an MOU by and between independent contractors and does not create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship other than that of independent contractors. 10. Accessibility of Services to Persons with Disabilities. The Project implementation must comply with, and not subject the Parties to liability under, the Americans with Disabilities Act, the California Disabled Persons Act, or any other state or federal laws protecting the rights of persons with disabilities. 11. Warranty of Authority to Execute MOU. Each Parry to this MOU represents and warrants that each person whose signature appears hereon is authorized and has the full authority to execute this MOU on behalf of the entity that is a Party to this MOU. 12. Severability. If any portion of this MOU, or the application thereof, is held by a court of competent jurisdiction to be invalid, void or unenforceable, all remaining portions of this MOU, or the application thereof, will remain in frill force and effect. 13. Counterparts. This MOU may be executed in counterparts. San Mateo County Transportation Authority/ City of Redwood City Project Study Report Phase for Whipple Avenue Grade Separation Project 14387636.3 ATTYIAG R.2018.189/ TAIJ P B REV: 08-07 -18 DZ