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<br />Indemnitees arising out of or connected in any manner with (i) the acts or omissions of the Contractor, or
<br />its officers, directors, affiliates, subcontractors or agents or anyone directly or indirectly employed by
<br />them or for whose acts the foregoing persons are liable (collectively, "Personnel") in connection with or
<br />arising from the presence upon or performance of activities by the Contractor or its Personnel with respect
<br />to the Right of Way, (ii) bodily and/or personal injury or death of any person (including without limitation
<br />employees of Indemnitees) or damage to or loss of use of Property resulting from such acts or omissions
<br />of the Contractor or its Personnel, or (iii) non-performance or breach by Contractor or its Personnel of any
<br />term or condition of this Agreement, in each case whether occurring during the term of this Agreement or
<br />thereafter.
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<br />The foregoing indemnity shall be effective regardless of any negligence (whether active, passive,
<br />derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused by the sole
<br />negligence or willful misconduct of Indemnitees, and is in addition to any other rights or remedies, which
<br />Indemnitees may have under the law or under this Agreement.
<br />
<br />Claims against the Indemnitees by the Contractor or its Personnel shall not limit the Contractor's
<br />indemnification obligations hereunder in any way, whether or not such claims against Indemnitees may
<br />result in any limitation of the amount or type of damages, compensation, or benefits payable by or for the
<br />Contractor or its Personnel under workers' compensation acts, disability benefit acts or other employee
<br />benefit acts or insurance.
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<br />The provisions of this section shall survive the termination or expiration of this Agreement.
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<br />6. Assumotion of Liabilitv
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<br />To the maximum extent allowed by law, the Contractor releases Indemnitees from and assumes any and
<br />all risk of loss, damage or injury of any kind to any person or property, including without limitation, the
<br />Property and/or Right of Way and any other property of, or under the control or custody of, the Contractor
<br />or its personnel in connection with any acts undertaken under or in connection with this Agreement. The
<br />Contractor's assumption of risk shall include, without limitation, loss or damage caused by defects in any
<br />structure or improvements (including easement, lease or license agreements for other existing
<br />improvements and utilities) on the Right of Way, accident or fire or other casualty on the Right of Way, or
<br />electrical discharge, noise or vibration resulting from SCRRA, Member Agency, and Operating Railroad
<br />transit operations on or near the Right of Way and any other persons or companies employed, retained or
<br />engaged by SCRRA or Member Agency. The Contractor, on behalf of itself and its Personnel (as defined
<br />in Section 5, "Indemnification") as a material part of the consideration for this Agreement, hereby waives
<br />all claims and demands against the Indemnitees for any such loss, damage or injury of the Contractor
<br />and/or its Personnel. The Contractor waives the benefit of California Civil Code Section 1542, which
<br />provides as follows: "A general release does not extend to claims which the creditor does not know or
<br />suspect to exist in his favor at the time of executing the release, which if known by him must have
<br />materially affected his settlement with the debtor."
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<br />The provisions of this Section shall survive the termination or expiration of this Agreement.
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<br />7. Insurance
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<br />The Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect during the
<br />term of this Agreement insurance as required by seRRA or Member Agency in the amounts, coverage,
<br />and terms and conditions specified, and issued by insurance companies as described on Exhibit "A".
<br />SCRRA or Member Agency reserve the right, throughout the term of this Agreement, to review and
<br />change the amount and type of insurance coverage it requires in connection with this Agreement. Prior to
<br />entering the Right of Way or performing any work or maintenance on the Right of Way, the Contractor
<br />shall furnish SeRRA with insurance endorsements or certificates in the form of Exhibit "sn, evidencing
<br />the existence, amounts and coverage of the insurance and signed by a person authorized by the insurer to
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<br />seRRA FORM NO.6
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<br />Page 3 ofl2
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<br />7/12/2004
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