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FILE: OC-285
<br />need to enter onto the License Property, to obtain and maintain in full force and effect during the Term of
<br />this Agreement, or throughout the term of such Work (as applicable), insurance, as required by OCT& in
<br />the amounts and coverages specified on, and issued by insurance companies as described in Section 16.
<br />OCTA reserves the right, throughout the Term of this Agreement, to review and change the amount and
<br />type of insurance coverage it requires in connection with this Agreement on the Work to be performed on
<br />the License Property; provided OCTA provide to Licensee prior written notice of such change.
<br />6. Reimbursement. Licensee agrees to reimburse OCTA for all reasonable costs and expenses
<br />incurred by OCTA in connection with Work on or maintenance of the License Property or the Facility,
<br />including, but not limited to, costs incurred by OCTA in furnishing any materials or performing any labor,
<br />reviewing Licensee's Work plans and/or inspecting any Work, installing or removing protection beneath or
<br />along OCTA's tracks, furnishing of watchmen, flagmen and inspectors as OCTA deems necessary and
<br />such other items or acts as OCTA in its sole discretion deems necessary to monitor or aid in compliance
<br />with this Agreement. In order to receive reimbursement under this section, OCTA shall submit an invoice
<br />to Licensee, and Licensee shall pay the undisputed portion of the invoice within thirty (30) days of
<br />Licensee's receipt of same.
<br />7. Liens. Licensee will fully and promptly pay for all materials joined or affixed to Facility or the
<br />Licensed Property, and fully and promptly pay all persons who perform labor upon said Facility or the
<br />Licensed Property. Licensee shall not suffer or permit to be filed or enforced against the Licensed Property
<br />or the Facility, or any part thereof, any mechanics', materialmen's, contractors', or subcontractors' liens or
<br />stop notices arising from, or any claim for damage growing out of, any testing, investigation, maintenance
<br />or Work, or out of any other claim or demand of any kind. Licensee shall pay or cause to be paid all such
<br />liens, claims or demands, including sums due with respect to stop notices, together with attorney's fees
<br />incurred by OCTA with respect thereto, within ten (10) business days after notice thereof and shall
<br />indemnify, hold harmless and defend OCTA from all obligations and claims made against OCTA for the
<br />above described work, including attorney's fees. Licensee shall furnish evidence of payment upon request
<br />of OCTA. Licensee may contest any lien, claim or demand by furnishing a statutory lien bond or equivalent
<br />with respect to stop notices to OCTA in compliance with applicable California law. If Licensee does not
<br />discharge any mechanic's liens or stop notice for works performed for Licensee, OCTA shall have the right
<br />to discharge same (including by paying the claimant), and Licensee shall reimburse OCTA for the cost of
<br />such discharge within ten (10) business days after billing, OCTA reserves the right at anytime to post and
<br />maintain on the OCTA Property and on the License Property such notices as may be necessary to protect
<br />OCTA against liability for all such liens and claims. The provisions of this Section shall survive the
<br />termination of this Agreement.
<br />8. Maintenance and Repair. Licensee, at Licensee's sole expense, shall maintain the License
<br />Property and the Facility in a condition satisfactory to OCTA and in accordance with Exhibit B during the
<br />Term and shall be responsible for all clean up and maintenance of the OCTA Property resulting from its
<br />use thereof under this License. Licensee shall be responsible for any citations issued by any agency
<br />having jurisdiction as a result of Licensee's failure to comply with local codes. If any portion of the OCTA
<br />Property, including improvements or fixtures, suffers damage by reason of the access to or use thereof by
<br />Licensee or Licensee's Parties, including but not limited to damage arising from any test or investigations
<br />conducted upon the License Property, Licensee shall, at Its own cost and expense, immediately repair all
<br />such damage and restore the OCTA Property to as good a condition as before such cause of damage
<br />occurred. Repair of damage shall include, without limitation, regrading and resurfacing of any holes,
<br />ditches, indentations, mounds or other inclines created by an excavation by Licensee or Licensee's Parties.
<br />9. Landscaping/Protective Fencing. OCTA shall have the right to review and approve fencing and/or
<br />landscaping plans prior to installation. All fencing and/or landscaping work shall be done in accordance
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<br />1487339.1
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