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<br />delegated to CITY under this MOU. This indemnity shall survive termination of this
<br />MOU.
<br />
<br />2. Neither CITY, nor its council, officers, agents, contractors, or employees shall be
<br />responsible for any damage or liability occurring by reason of any acts or omissions on
<br />the part of SCRRA, or any operating railroads, under or in connection with any work,
<br />authority or jurisdiction delegated to SCRRA, or any operating railroads, under this
<br />MOU. SCRRA, and any operating railroads, shall indemnify, defend and hold harmless
<br />CITY, its council, officers, agents, volunteers, contractors, and employees ("CITY
<br />Indemnitees") from any and all liability, loss, expense (including reasonable attorneys'
<br />fees and other defense costs), demands, suits, liens, damages, costs, claims, including but
<br />not limited to, claims for bodily injury, death, personal injury, or property damage, that
<br />are incurred by or asserted against the CITY Indemnitees arising out of or connected with
<br />any negligent acts or omissions on the part of SCRRA, any operating railroads, their
<br />board members, officers, agents, volunteers, contractors or employees under or in
<br />connection with any work, authority or jurisdiction delegated to SCRRA, or any
<br />operating railroads, under this MOU. This indemnity shall survive termination of this
<br />MOU.
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<br />3. In contemplation of the provisions of Government Code 9895.2 imposing certain tort
<br />liability jointly upon public entities solely by reason of such entities being parties to an
<br />agreement, as defined in Government Code 9895, each of the parties hereto, pursuant to
<br />the authorization contained in Government Code 9895.4 and 9895.6, will assume the full
<br />liability imposed upon it or any of its officers, agents or employees by law for injury
<br />caused by any negligent or wrongful act or omission occurring in the performance of this
<br />MOU to the same extent that such liability would be imposed in the absence of 9895.2 of
<br />such code. To achieve this purpose, each agrees to indemnify and hold harmless the
<br />other for any cost or expense that may be imposed upon the other solely by virtue of said
<br />9895.2. The provisions of Civil Code 92778 are made a part hereof as if incorporated
<br />herein.
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<br />4. This MOU may only be modified or amended in wntmg. All modifications,
<br />amendments, changes and revisions of this MOU in whole or part, and from time to time,
<br />shall be binding upon the parties, so long as the same shall be in writing and executed by
<br />SCRRA and the CITY.
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<br />5. This MOU and the exhibits attached hereto contain the entire understanding between the
<br />parties and supersede any prior written or oral understanding and agreement between
<br />them regarding the subject matter of this MOU. There are no representations,
<br />agreements, arrangements or understandings, oral or written, between the parties relating
<br />to the subject matter ofthis MOU, which are not fully expressed herein.
<br />
<br />6. In the event any part of this MOU is declared by a court of competent jurisdiction to be
<br />invalid, void or unenforceable, such part shall be deemed severed from the remainder of
<br />the MOU and the balance of the MOU shall remain in effect.
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<br />7. This MOU shall be construed and interpreted under the laws of the State of California.
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<br />08/12/05
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