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<br />THE PARTIES MUTUALLY AGREE:
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<br />1. To cooperate, under the terms of this Agreement, in the support, review, and approval of the
<br />design, procurement, construction and implementation of the PROJECT.
<br />2. Upon completing and accepting all work on the PROJECT under this Agreement, ownership and
<br />title to the materials, equipment and appurtenances will be as provided in Exhibit B, and
<br />ownership will automatically vest in the STAKEHOLDER AGENCY for those facilities
<br />identified as owned by STAKEHOLDER AGENCY in Exhibit B. No further agreement will be
<br />necessary to transfer ownership as hereinbefore stated. The STAKEHOLDER AGENCIES will
<br />be the sole owner and will be responsible for operation and maintenance of the traffic signal and
<br />communications equipment as provided in Exhibit B.
<br />3. STAKEHOLDER AGENCIES will enter into a Maintenance Agreement with STAKEHOLDER
<br />AGENCIES and Caltrans, which establishes on-going provision for cost sharing of maintaining
<br />the adaptive signal control system.
<br />4. The parties shall each observe and comply with all applicable laws, ordinances, codes and
<br />regulations of governmental agencies, including federal, state, municipal, and local governing
<br />bodies having jurisdiction over the scope of the PROJECT or any part thereof, including, but not
<br />limited to, all laws and regulations regarding public works projects, the provisions of the
<br />California Occupational Safety and Health Act, and all federal, state, municipal, and local safety
<br />regulations.
<br />5. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights
<br />in third parties, or affect the legal liability of either party to the Agreement by imposing any
<br />standard of care with respect to the development, design, construction, operation, improvement or
<br />maintenance of State highways and public facilities different or greater than the standard of care
<br />imposed by law.
<br />6. Neither AC TRANSIT, nor its directors, officers and employees, shall be responsible for any
<br />damage, loss, expense, costs or liability occurring by any act or omission by STAKEHOLDER
<br />AGENCIES under or in connection with any work, authority or jurisdiction delegated to
<br />STAKEHOLDER AGENCIES under this Agreement. It is understood and agreed that, pursuant
<br />to Government Code Section 895.4, STAKEHOLDER AGENCIES shall fully defend, indemnify
<br />and save harmless AC TRANSIT, and its directors, officers and employees from all claims, suits
<br />or actions of every name, kind and description brought for or on account of injury (as defined in
<br />Government Code Section 810.8) occurring by reason of any act or omission by
<br />STAKEHOLDER AGENCIES under or in connection with any work, authority or jurisdiction
<br />delegated to STAKEHOLDER AGENCIES under this Agreement, except those arising by reason
<br />of the sole negligence or willful misconduct of AC TRANSIT, its directors, its officers, or its
<br />employees.
<br />7. Neither STAKEHOLDER AGENCIES, nor their officers and employees, shall be responsible for
<br />any damage, loss, expense, costs or liability occurring by reason of any act or omission by AC
<br />TRANSIT under or in connection with any work, authority or jurisdiction delegated to AC
<br />TRANSIT under this Agreement. It is understood and agreed that, pursuant to Government Code
<br />Section 895.4, AC TRANSIT shall fully defend, indemnify and save harmless the
<br />STAKEHOLDER AGENCIES, and their officers and employees from all claims, suits or actions
<br />of every name, kind and description brought for or on account of injury (as defined in
<br />Government Code Section 810.8) occurring by reason of act or omission by AC TRANSIT under
<br />or in connection with any work, authority or jurisdiction delegated to AC TRANSIT under this
<br />Agreement, except those arising by reason of the sole negligence or willful misconduct of
<br />STAKEHOLDER AGENCIES, their officers, or their employees.
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