|
<br />SCRRA, the National Railroad Passenger Corporation (Amtrak), the Burlington Northern
<br />Santa Fe (BNSF)), including but not limited to improvements, fixtures or rolling stock,
<br />suffers damage by reason of the access to or use of the License Property by Licensee,
<br />Licensee's Parties or by Licensee's partners, officers directors, including but not limited to
<br />damage arising from any test or investigations conducted upon the License Property,
<br />Licensee shall, at its own cost and expense, immediately repair all such damage and
<br />restore the damaged property to as good a condition as before such cause of damage
<br />occurred .
<br />
<br />12. Breach. (b) with written notice or demand, and Licensee's failure to cure
<br />the breach within thirty (30) days of notice being given, or fewer days in the event the
<br />breach impacts public health, welfare or safety, OCTA may terminate this Agreement and
<br />at any time thereafter, recover possession of the License Property or any part thereof, and
<br />expel and remove therefrom Licensee or any other person occupying the License
<br />Property, by any lawful means, and again repossess and enjoy the License Property and
<br />the Facility, without prejudice to any of the rights and remedies that OCTA may have
<br />under this Agreement, at law or in equity by reason of Licensee's default or of such
<br />termination.
<br />
<br />13. Surrender. Upon termination of this Agreement, (including, but not limited to, a
<br />termination resulting from expiration of the license term, or a breach or an abandonment of
<br />all or a portion of the Facility or the License Property) unless otherwise required in writing
<br />by OCTA prior to the date of termination, Licensee may, at its own cost and expense: (i)
<br />remove the Facility and restore the OCTA Property to the same state and condition as
<br />existed prior to the construction, reconstruction or installation of said Facility, or (ii) leave
<br />all, or any portion of, the Facility in place on the License Property, or (iii) replace the
<br />Facility with a comparable facility approved by OCTA. Should Licensee fail to select one
<br />of the options listed in the preceding sentence prior to six (6) months before the
<br />termination date, unless termination is due to a breach by Licensee in which case OCTA
<br />shall select the option which Licensee shall implement immediately, OCTA may at its
<br />option (a) select an option on Licensee's behalf and at Licensee's sole expense, or (b)
<br />assume title and ownership of said Facility. No termination hereof shall release Licensee
<br />from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from
<br />any acts, omissions or events occurring prior to the date the Facility is removed and the
<br />aCTA Property is restored,
<br />
<br />14. Indemnification. Licensee shall indemnify, defend (by counsel satisfactory to
<br />OCTAl, and hold harmless OCTA, SCRRA (except for work performed on the Facility by
<br />SCRRA at the behest of Licensee), and other passenger and freight railroad entities
<br />including, but not limited to, Amtrak, BNSF, and their respective officers, directors,
<br />commissioners, employees, agents, contractors, successors and assigns (individually and
<br />collectively, "Indemnitees"), to the maximum extent allowed by law, from and against all
<br />loss, liability, claims, demands, suits, liens, claims of lien, damages (including, but not
<br />limited to consequential damages), costs and expenses (including, without limitation, any
<br />fines, penalties, judgments, litigation expenses, and experts' and attomeys' fees)
<br />(collectively "Claims and Exoenses"), that are incurred by Indemnitees arising out of or
<br />
<br />Page 4 of 7
<br />
|