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<br />Docusign Envelope ID: 6DA6840A-CBC0-4053-80F1-F219D97CE273 <br />MOU No. :M-017-25 <br />SCAG Project/OWP No. :305.4927.03 <br />30. Flow-Down Provisions <br />Reserved. <br />31. Jurisdiction and Venue <br />This MOU shall be deemed an agreement under the laws of the State of California and for all purposes <br />shall be interpreted in accordance with such laws. Subject to the provisions in Section 15, the Parties <br />hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that <br />the venue of any action brought thereunder shall be Los Angeles County, California. <br />32. Waiver <br />No delay or failure by either Party to exercise or enforce at any time any right or provision of this <br />MOU shall be considered a waiver thereof of such Party’s right thereafter to exercise or enforce each <br />and every right and provision of this MOU. A Waiver to be valid shall be in writing but need not be <br />supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.In Process33. Standard of Care <br />Recipients shall perform the work required for the Project under this MOU in accordance with <br />generally accepted industry standards, practices, and principles applicable to such work. <br />34. Force Majeure <br />Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this <br />MOU or interruption of services resulting, directly or indirectly, from acts of nature, civil or military <br />authority, acts of public enemy, war, strikes, labor disputes, pandemics, or any other similar cause beyond <br />the reasonable control of the Parties, provided that the Party seeking to delay or excuse its performance <br />as a result of such event shall notify the other Party in writing of such circumstances within not more than <br />ten (10) days following the first occurrence of the event forming the basis of the delay or excuse of <br />performance. In the event that the Party seeking to delay or excuse its performance fails to timely deliver <br />the notice described in the previous sentence, then such event shall not relieve the Party from its timely <br />performance. <br />35. Entire MOU <br />This MOU, comprised of these terms and conditions, the attached exhibits, and any properly executed <br />amendments, represents and contains the entire agreement of the Parties with respect to the matters <br />set forth herein. This MOU supersedes any and all prior negotiations, discussions and, if any, previous <br />agreements between the Parties with respect to the matters set forth herein. <br />36. Execution <br />This MOU, or any amendments related thereto, may be executed in multiple counterparts, each of <br />which shall be deemed to be an original, but all of which shall constitute one and the same agreement. <br />The signature page of this MOU or any amendments may be executed by way of a manual or <br />Page 20