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and the remainder of this Agreement, generally. <br />Prior to beginning work under this Agreement, Sponsor must obtain, and produce upon <br />request of the TA, satisfactory evidence of compliance with the insurance requirements <br />of this section. <br />SECTION 5: Miscellaneous <br />5.1 Notices. All notices required or permitted to be given under this Agreement, excluding <br />progress reports, the final report, and invoices, must be in writing and mailed postage <br />prepaid by certified or registered mail, return receipt requested, or by personal delivery or <br />overnight courier to the appropriate address indicated below or at such other place(s) that <br />either Party may designate in written notice to the other. Notices are deemed received upon <br />delivery if personally served, one (1) day after mailing if delivered via overnight courier, <br />or two (2) days after mailing if mailed as provided above. <br />To TA: San Mateo County Transportation Authority <br />1250 San Carlos Avenue <br />P.O. Box 3006 <br />San Carlos, CA 94070-1306 <br />Attn: AUTHORITY SECRETARY <br />To City of Redwood City: City of Redwood City <br />1017 Middlefield Road <br />P.O. Box 391 <br />Redwood City, CA 94064 <br />Attn: CITY MANAGER <br />5.2 No Waiver. No waiver of any default or breach of any covenant of this Agreement by <br />either Party will be implied from any omission by either Party to take action on account of <br />such default if such default persists or is repeated. Express waivers are limited in scope <br />and duration to their express provisions. Consent to one action does not imply consent to <br />any future action. <br />5.3 Assignment. Parties are prohibited from assigning, transferring or otherwise <br />substituting their interests or obligations under this Agreement without the written consent <br />of all other Parties. <br />5.4 Governing Law. This Agreement is governed by the laws of the State of California as <br />applied to contracts that are made and performed entirely in California. <br />5.5 Compliance with Laws. In performance of this Agreement, the Parties must comply <br />with all applicable Federal, State and local laws, regulations and ordinances. <br />5.6 Modifications. This Agreement may only be modified in a writing executed by both <br />Parties. <br />5.7 Attorneys' Fees. In the event legal proceedings are instituted to enforce any provision <br />of this Agreement, the prevailing Party in said proceedings is entitled to its costs, including <br />reasonable attorneys' fees. <br />REV: 06-18-2021 SK <br />ATTY/AGR.2021.145/San Mateo County Transportation Authority (Page 9 of 18) <br />17293493.1 <br />