Agmt10 San Mateo County Transportation Authority "TA"

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affect any default not specified in the waiver, and the waiver shall be operative only for the time or extent stated. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary consent or approval to any subsequent, similar acts. 5.3 Assignment. No party shall assign, transfer or otherwise substitute its interest or obligations under this Agreement without the written consent of the other party. 5.4 Governing Law. This Agreement shall be governed by the laws of the State of California as applied to contracts that are made and performed entirely in California. 5.5 Modifications. This Agreement may only be modified in a writing executed by both parties. 5.6 Attorneys' Fees. In the event legal proceedings are instituted to enforce any provision of this Agreement the prevailing party in said proceedings shall be entitled to its costs, including reasonable attorneys' fees, in addition to such other remedies to which it may be entitled. 5.7 Relationship of the Parties. It is understood that this is an Agreement by and between Independent Contractors and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of Independent Contractor. 5.8 Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies, memoranda, and other documents assembled for or prepared by or for, in the process of being assembled or prepared by or for, or furnished to CITY under this Agreement shall be the joint property of the TA and the CITY, and shall not be destroyed without the prior written consent of the TA. The TA shall be entitled to copies and access to these materials during the progress of the Project and upon completion or termination of the Project or this Agreement. CITY may retain a copy of all material produced under this Agreement for its use in its general activities. This Section 5.8 does not preclude additional shared ownership of work with other entities under contract with the CITY for funding of the Project 5.9 Non - discrimination. CITY and any contractors performing services on behalf of CITY shall not discriminate or permit discrimination against any person or group of persons on the basis of race, color, religion, national origin or ancestry, age, sex, sexual orientation, marital status, pregnancy, childbirth or related conditions, medical condition, mental or physical disability or veteran's status, or in any manner prohibited by federal, state or local laws. 5.10 Accessibility of Services to Persons with Disabilities. The Project shall be implemented in compliance with, and in a manner that does not subject the TA or CITY 8 San Mateo County Transportation Authority/ Redwood City: Redwood City Mid Point Caltrain Shuttle