Agmt 2008 Alameda County Congestion Management Agency ACCMA

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3.5 The parties intend that ownership and title to all materials, equipment and appurtenances installed within the State of California ("State") right-of-way will be vested in the State of California, pursuant to one or more cooperative agreements between ACCMA and State. Ownership and title to all materials, equipment and appurtenances installed outside of the State's right of way will automatically be vested in the COSL upon completion of all work under this MOU. 3.6 Neither the COSL nor any officer or employee thereof shall be responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the ACCMA under or in connection with any work, authority or jurisdiction delegated to ACCMA under this MOU. It is understood and agreed that pursuant to Government Code 895.4, the ACCMA shall fully defend, indemnify, and save harmless the COSL and all of its officers and employees from all claims, suits or actions of every name, kind and description brought on for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by the ACCMA under or in connection with any work, authority or jurisdiction delegated to the ACCMA under this MOU. 3.7 Neither the ACCMA nor any officer or employee thereof shall be responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the COSL under or in connection with any work, authority or jurisdiction delegated to the COSL under this MOU. It is understood and agreed that pursuant to Government Code 895.4, the COSL shall fully defend, indemnify, and save harmless the ACCMA from all claims, suits or actions of every name, kind and description brought on for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by the COSL under or in connection with any work, authority or jurisdiction delegated to the COSL under this MOU. 3.8 Upon termination of this MOU, all documents, including raw data and draft plans, prepared up to the time of termination shall become the property of the ACCMA. Notwithstanding the above, the ACCMA agrees to provide copies of any and all such documents, raw data and draft plans to the COSL upon request and at no expense to the COSL. 3.9 The validity of this MOU and of any of its terms and provisions, as well as the rights and duties of the Parties hereunder, shall be governed by the laws of the State of California. 3.10 This MOU contains the entire understanding between the COSL and the ACCMA, and no oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto. No alteration or variation of the terms of this MOU shall be valid unless made in writing and signed by both of the Parties hereto. This MOU shall be binding upon each Party, its legal representatives, and successors. 3.11 This MOU shall terminate upon the satisfactory completion of all post-Project construction, except that the ownership, operation, maintenance, indemnification, environmental commitments, legal challenges and claims items shall remain in effect until terminated or modified, in writing by mutual agreement. Should any construction related or other claims arising out of the Project be asserted against one of the parties, the parties agree to extend the