Agmt13 San Mateo County Transit District MOU

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If to the RECIPIENT: City of Redwood City Attn: City Manager 1017 Middlefield Road Redwood City, CA 94063 And City of Redwood City Community Development Department Attn: Community Development Director 1017 Middlefield Road Redwood City, CA 94063 B. The address to which mailings may be made may be changed from time to time by notice mailed as described above. Any notice given by mail shall be deemed given on the day after that on which it is deposited in the United States Mail as provided above. VII. ASSIGNMENT AND TRANSFER Neither party shall assign, transfer, or otherwise substitute its interest in this MOU, nor its obligations, without the prior written consent of the other party. VIII. DISPUTE RESOLUTION The parties agree that any dispute arising from this MOU that is not resolved within 30 days by the parties' representatives responsible for the administration of this MOU will be set forth in writing to the attention of the DISTRICT's Director, Budgets and Grants and the RECIPIENT's Community Development Directar for resolution. In the event resolution cannot be reached, the parties may submit the dispute to mediation by a neutral party mutually agreed to by the parties hereto prior to initiating any formal action in court. IX. TERMINATION The DISTRICT may terminate this MOU without cause upon thirty (30) days prior written notice. If the DISTRICT terminates this MOU without cause, the RECIPIENT will be entitled to payment for costs incurred up through the effective date of termination, up to the maximum amount payable for the quarter in which the MOU is terminated. X. INDEMNIFICATION A. The RECIPIENT shall defend, indemnify, and hold harmless the DISTRICT, its officers, directors, representatives, agents and employees from and against all claims, injury, suits, demands, liability, losses, damages and expenses, whether direct or indirect ATTY/AGR/2013.098/RWC SHUTTLE MOU REV:06-13-13 VR Page 5 of 25