|
<br />.
<br />
<br />.
<br />
<br />FILE: OC-196
<br />
<br />14. Indemnification. Licensee, on behalf of itself and its successors and assigns,
<br />agrees to indemnify, defend (by counsel satisfactory to OCTA), and hold harmless OCTA,
<br />Southern California Regional Rail Authority, and their officers, directors, commissioners,
<br />employees, agents, contractors, successors and assigns (individually and collectively,
<br />"Indemnitees"), to the maximum extent allowed by law, from and against all loss, liability,
<br />claims, demands, suits, liens, claims of lien, damages, costs and expenses (including,
<br />without limitation, any fines, penalties, judgments, litigation expenses, and experts' and
<br />attorneys' fees) (collectively "Claims and Expenses"), that are incurred by Indemnitees
<br />arising out of with the acts or omissions to act of the Licensee, or its officers, directors,
<br />affiliates, Licensee's Parties or anyone directly or indirectly employed by or for whose acts
<br />Licensee is liable (collectively, "Personnel") in connection with the OCTA Property or
<br />arising from the presence upon or performance of activities by Licensee or its Personnel
<br />with respect to the OCTA Property, including those Claims and Expenses (a) for bodily
<br />injury or death of any person (including employees of Indemnitees) or damage to or loss
<br />of use of property or (b) in connection with the non-performance or breach by Licensee or
<br />its Personnel of any term of condition of this Agreement, in each case whether the Claims
<br />and Expenses and/or events giving rise thereto occur during the Term of this Agreement
<br />or thereafter.
<br />
<br />The foregoing indemnity shall be effective regardless of any negligence (whether
<br />active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees,
<br />unless caused solely by the negligence or willful misconduct of Indemnitees; shall survive
<br />termination of this Agreement; and is in addition to any other rights or remedies which
<br />Indemnitees may have under the law or under this Agreement. Upon request of OCTA,
<br />Licensee shall provide insurance coverage for possible claims or losses covered by the
<br />indemnification and defense provisions of this Agreement.
<br />
<br />Claims against the Indemnitees by Licensee or its Personnel shall not limit the
<br />Licensee's indemnification obligations hereunder in any way, whether or not such claims
<br />against Indemnitees may result in any limitation on the amount or type of damages,
<br />compensation, or benefits payable by or for Licensee or its Personnel under workers'
<br />compensation acts, disability benefit acts or other employee benefit acts or insurance.
<br />
<br />15. Assumption of Risk and Waiver. To the maximum extent allowed by law, Licensee
<br />assumes any and all risk of loss, damage or injury of any kind to any person or property,
<br />including, without limitation, the Facility, the License Property and any other property of,
<br />or under the control or custody of, Licensee, which is on or near the License Property.
<br />Licensee's assumption of risk shall include, without limitation, loss or damage caused by
<br />defects in any structure or improvement erected by Licensee on the OCTA Property,
<br />accident, fire or other casualty on the OCTA Property, or electrical discharge, noise or
<br />vibration resulting from OCTA's transit operations on or near the OCTA Property. The
<br />term "OCTA" as used in this section shall include: (a) any transit or rail-related company
<br />validly operating upon or over OCTA's tracks or other property, and (b) any other persons
<br />
<br />Page 9 of 15
<br />
|