ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-94-859)

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COOPERATIVE AGREEMENT NO. C-94-859 1 easement(s) are inconsistent with this Agreement, then the easement(s) shall control. 2 3.12 Assignment to Another Party. The Parties hereby acknowledge and agree that at some 3 future date, the CITY may, at its option, assign its rights, interest, duties, and obligations under 4 this Agreement to another Party as it relates to the Commuter/Intercity Rail Station, provided that 5 no such assignment shall be effective unless the CITY provides thirty (30) days prior written notice 6 to AUTHORITY. With respect to any such assignment of the CITY's obligations relating to the 7 OC Streetcar System Property, such assignment shall be subject to the assignment provisions in 8 Article 14, entitled "Assignment", of Cooperative Agreement No. C-6-1433 Use of the City Right 9 of Way by and between the Parties (ROW Agreement), and any amendments thereto, which 10 Article 14 is incorporated herein by reference. 11 ARTICLE 4. RESPONSIBILITIES OF AUTHORITY 12 4.01 Platform Lease. The AUTHORITY shall lease the Standard Platform to the CITY for one 13 dollar ($1.00) per year. This Agreement constitutes the lease agreement between the 14 AUTHORITY and the CITY. 15 4.02 Insurance. The OCTA/SCRRA shall, during the term of this Agreement, maintain adequate 16 liability insurance and in no event less than two million dollars ($2,000,000) per occurrence and 17 in the aggregate, for claims relating to bodily injury, death, property damage and all automotive 18 operations, which arise out of OCTA/SCRRA's obligations under this Agreement. Such insurance 19 may be in the form of a policy of commercial insurance, self-insurance, joint powers insurance 20 authority or combination thereof. The CITY, its officers, employees and agents shall be named 21 as an additional insured on the OCTA/SCRRA and AUTHORITY policies. The requirement for 22 insurance shall not limit or otherwise modify OCTA's defense and indemnity obligations as set 23 forth in Section 4.03 hereof. 24 4.03 Indemnity. Neither the CITY nor any officers, employees or agents thereof shall be 25 responsible for any damage or liability occurring by reasons of anything done or omitted to be 26 done by the AUTHORITY or the SCRRA in connection with the OCTA/SCRRA's responsibilities 27 for the Commuter/Intercity Rail Station or AUTHORITY's responsibilities for the OC Streetcar Page 7 of 13 I:\ca m m\clerica I\wo rd p roc\agree\ag94859fi na l.051717vr1. docx