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7.1 .A. - Page 11 53 Assienment. No party shall assign, transfer or otherwise substitute its interest or obligations under tliis Agreement without the wiitten consent of the other party. 5.4 Governin�Law. This Agreement shall be governed by the laws of the State of California as applied to contracts that are made and performed enticely in Califoinia. 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 pariy in said proceedings shall be entitled to its costs, including reasonable attorneys' fees, in addition to such other remedies to which it may be entifled. 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, seroant, employee,parinership,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 SPONSOR under this Agreement shall be the joint properry of the TA and the SPONSOR, 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 teimination of the Project or this Agreement. SPONSOR may retain a copy of all material produced under tlus Agreement for its use in its general acfiviries. This Section 5.8 does not preclude additional shared ownership of work with other entities under conYract wifli the SPONSOR for funding of the ProjecY. � 5.9 Non-discrimination. SPONSOR and any contractors performing services on behalf of SPONSOR 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 Accessibilitv of Seivices to Persons with Disabilities. The Project shall be implemented in compliance with, and in a manner that does not subject the TA or SPONSOR to liability under, the Americans with Disabilities Act, the Califomia Disabled Persons Act, and all other state or federal laws protecting the rights of persons with disabilities. 9 Sau Mateo County'Lrausporta[ion Authority/City of Redwood City Climate Bes(Exp�cse,Midpoint Caltrain Shutties Deoember 17,2012 version boilecplate � _ , 4797083.1 ATTY/AGR2013.214/SAN MATEO COUNN TRANSPORTATION AUTHORITY Page 9 of 20 REV: 11-04-13 VR