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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9` <br />10 <br />11 <br />12 <br />13 <br />14 l <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />MEMORANDUM OF UNDERSTANDING NO. C-0-2700 <br />ARTICLE 4. MUTUAL RESPONSIBILITIES OF PARTIES: <br />OCTA and CITY agree to the following mutual responsibilities for PROJECT: <br />1. Nothing in this MOU shall be construed to make CITY a party to or have any liability under <br />the SPM agreement. <br />2. Nothing in this MOU shall be construed as changing the role of CITY in operating and <br />maintaining the traffic signals and signal systems, such as a traffic control system, within CITY's <br />jurisdiction. <br />3. CITY is responsible for maintaining the ITERIS issued limited -term license required to <br />operate and maintain SPM. <br />4. OCTA is responsible for managing user access to the regional pilot SPM hosted by <br />ITERIS. <br />5. CITY shall be solely responsible for detecting and correcting malfunctions of CITY <br />TRAFFIC SIGNALS identified by SPM. <br />6. To work together in good faith, using reasonable efforts to resolve any unforeseen issues <br />and disputes arising out of the performance of this MOU. <br />7. This MOU may only be modified or amended upon written mutual consent. All <br />modifications, amendments, changes and revisions of this MOU in whole or part, and from time to time, <br />shall be binding upon CITY. <br />8. This MOU shall be governed by all applicable federal, state and local laws. CITY warrants <br />that in the performance of this MOU, CITY shall comply with all applicable federal, state and local laws, <br />statutes and ordinances and all lawful orders, rules and regulations promulgated there under. <br />9. CITY shall indemnify, defend, and hold harmless OCTA, its officers, directors, employees <br />and agents from and against any and all claims (including attorneys' fees and reasonable expenses for <br />litigation or settlement) for any loss, costs, penalties, fines, damages, bodily injuries, including death, <br />damage to or loss of use of property, arising out of, resulting from, or in connection with the performance <br />of CITY, its officers, directors, employees, agents, subconsultants or suppliers under the MOU. <br />Page 4 of 7 <br />