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agreement. The provisions in this paragraph regarding written notice, prompt efforts to <br />meet to attempt to resolve disputes, alternative dispute resolution, and the intent to avoid <br />litigation will apply to any allegations of default by either Party. It is the intent of the <br />Parties to the extent possible that litigation be avoided as a method of dispute resolution. <br /> <br /> Attorneys' Fees: In the event legal proceedings are instituted to enforce any provision of <br />this MOU, the prevailing Party in said proceedings is entitled to its costs, including <br />reasonable attorneys' fees, in addition to such other remedies to which it may be entitled. <br />Reasonable attorney's fees include fees determined using reasonable market rates for <br />attorneys even if the attorneys involved are a Party's salaried staff attorneys <br /> Relationship of the Parties: It is understood that this is an MOU by and between <br />independent contractors and does not create the relationship of agent, servant, employee, <br />partnership, joint venture or association, or any other relationship other than that of <br />independent contractors. <br /> Accessibility of Services to Persons with Disabilities: The Project implementation must <br />comply with, and not subject the Parties to liability under, the Americans with Disabilities <br />Act, the California Disabled Persons Act, or any other state or federal laws protecting the <br />rights of persons with disabilities. <br /> <br /> Warranty of Authority to Execute MOU: Each Party to this MOU represents and warrants <br />that each person whose signature appears hereon is authorized and has the full authority to <br />execute this MOU on behalf of the entity that is a Party to this MOU. <br /> Severability: If any portion of this MOU, or the application thereof, is held by a court of <br />competent jurisdiction to be invalid, void or unenforceable, all remaining portions of this <br />MOU, or the application thereof, will remain in full force and effect. <br /> <br /> Non-discrimination: The Parties and any contractors performing services on behalf of the <br />Parties will not discriminate or permit discrimination against any person or group of <br />persons on the basis of race, color, religion, national origin or ancestry, age, sex, sexual <br />orientation, marital status, pregnancy, childbirth or related conditions, medical condition, <br />mental or physical disability or veteran's status, or in any manner prohibited by federal, <br />state or local laws. <br /> Compliance with Laws: In performance of this MOU, the Parties must comply with all <br />applicable Federal, State and local laws, regulations and ordinances. <br /> Notices: All notices affecting any of the clauses of this MOU must be in writing and mailed <br />postage prepaid by certified or registered mail, return receipt requested, or by personal <br />delivery or overnight courier to the appropriate address indicated below or at such other <br />place(s) that any Party may designate in written notice to the others. Notices are received <br />upon delivery if personally served, one (1) day after mailing if delivered via overnight <br />courier, or two (2) days after mailing if mailed as provided above. <br />ATTY/AGR.2025.069/Caltrain (MOU with Caltrain- Grade Separation Project) (Page 6 of 18)