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<br />whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage occurring by
<br />reason of any acts or omissions on the part of CITY, its council, officers, agents, contractors, or employees under
<br />or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. This
<br />indemnity shall survive termination of this AGREEMENT.
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<br />2.
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<br />Neither CITY nor its council, officers, agents, contractors, or employees shall be responsible for any damage or
<br />liability occurring by reason of any acts or omissions on the part of SCRRA under or in connection with any
<br />work, authority or jurisdiction delegated to SCRRA under this AGREEMENT. SCRRA shall indemnify, defend
<br />and hold CITY, its council, officers, agents, contractors, and employees harmless from any and all liability, loss,
<br />expense (including reasonable attorneys' fees and other defense costs), or claims imposed for damages of any
<br />nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage
<br />occurring by reason of any acts or omissions on the part of SCRRA, its board members, officers, agents,
<br />volunteers, contractors or employees under or in connection with any work, authority or jurisdiction delegated to
<br />SCRRA under this AGREEMENT. This indemnity shall survive termination of this AGREEMENT.
<br />
<br />3.
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<br />In contemplation of the provisions of Government Code §895.2 imposing certain tort liability jointly upon public
<br />entities solely by reason of such entities being parties to an agreement, as defined in Government Code §895, the
<br />parties hereto, pursuant to the authorization contained in Government Code §895.4 and §895.6, will assume the
<br />full liability imposed upon it or any of its officers, agents or employees by law for injury caused by any negligent
<br />or wrongful act or omission occurring in the performance of this AGREEMENT to the same extent that such
<br />liability would be imposed in the absence of §895.2 of such code. To achieve this purpose, each party agrees to
<br />indemnify and hold harmless the other party for any cost or expense that may be imposed upon such other party
<br />solely by virtue of said §895.2. The provisions of Civil Code §2778 are made a part hereof as if incorporated
<br />herein.
<br />
<br />4.
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<br />This AGREEMENT shall continue in force and effect until mutual termination by the parties or the elimination of
<br />the grade crossing. The covenants and provisions of the foregoing instrument shall be binding upon and inure to
<br />the benefit of the successors and assigns ofSCRRA and CITY.
<br />
<br />5.
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<br />This AGREEMENT may be modified or amended in writing. All modifications, amendments, changes and
<br />revisions of this AGREEMENT in whole or part, and from time to time, shall be binding upon the parties, so long
<br />as the same shall be in writing and executed by SCRRA and the CITY.
<br />
<br />6.
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<br />SCRRA and CITY books pertaining to the work shall be open to inspection and audit by representative of the
<br />SCRRA and CITY for three years period after payment of final invoice. If funding is provided by State and
<br />FHW A, under Section 130, the books pertaining to the work shall be open to inspection and audit by
<br />representative of the State and FHW A for three years period after FHW A payment of final invoice.
<br />
<br />7.
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<br />The article and section headings in this AGREEMENT are for convenience only and shall not be used in its
<br />interpretation or be considered part of this AGREEMENT.
<br />
<br />8.
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<br />The execution and delivery of this AGREEMENT by each party and the consummation of the transactions
<br />contemplated hereby are within the power of each party and have been duly authorized by all necessary actions of
<br />each respective party.
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<br />9.
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<br />This AGREEMENT and the exhibits attached hereto contain the entire understanding between the parties and
<br />supersede any prior written or oral understanding and agreement between them regarding the subject matter of
<br />this AGREEMENT. There are no representations, agreements, arrangements or understandings, oral or written,
<br />between the parties relating to the subject matter of this AGREEMENT, which are not fully expressed herein.
<br />
<br />10. In addition to the specific provisions of this AGREEMENT, delay in performance by any party hereunder shall
<br />not be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods;
<br />earthquakes; weather; fires; casualties; accidents; emergencies; acts of God; acts of the public enemy; epidemics;
<br />quarantine restrictions; fi-eight embargoes; lack of transportation; unusually severe weather; Federally-mandated
<br />inspections and maintenance; and/or any other causes beyond the control or without the fault of the party claiming
<br />an extension of time for any such cause. An extension of time for any such cause shall only be for the period of
<br />the enforced delay, which period shall commence to run fi-om the time of commencement of the cause. If,
<br />however, notice by the party claiming such extension is sent to the other party more than 30 days after the
<br />
<br />Grand Avenue Improvement project
<br />Crossing No. 101 OR-176.20
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<br />-5-
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<br />Construction and Maintenance Agreement
<br />04/07/04
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