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FILE: OC-215
<br />from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any
<br />acts, omissions or events happening prior to the date the Facility is removed and the OCTA
<br />Properly is restored.
<br />14. Indemnification. Except for OCTA's sole negligence, Licensee shall
<br />indemnify, defend and hold harmless OCTA, its officers, directors, employees and agents from
<br />and against any and all claims (including attorneys' fees and reasonable expenses for litigation.
<br />or settlement) for any loss or damages, bodily injuries, including death, damage to or loss of use
<br />of property caused by the negligent acts,. omissions or willful misconduct by Llcensee, its
<br />officers, directors, employees, agents, subcontractors or suppliers in connection with or arising
<br />out of the performance of this Agreement.
<br />Except for CITY's sole negligence, Licensor shall indemnify, defend and hold harmless
<br />CITY, its officers, directors, employees and agents from and against any and all claims
<br />(including attorneys' fees and reasonable expenses for litigation or settlement) for any loss or
<br />damages, bodily injuries, including death, damage to or loss of use of property caused by the
<br />negligent acts, omissions or willful misconduct by Licensor, its officers, directors, employees,
<br />agents, subcontractors or suppliers in connection with or arising out of the performance of this
<br />Agreement.
<br />The foregoing indemnity shall be effective regardless of any negligence (whether active,
<br />passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused
<br />solely by the negligence or willful misconduct of Indemnitees; shall survive termination of this
<br />Agreement; and is in addition to any other rights or remedies which Indemnitees may have
<br />under the law or under this Agreement. Upon request of OCTA, Licensee shall provide
<br />insurance coverage for possible claims or losses covered by the indemnification and defense
<br />provisions of this Agreement.
<br />Claims against the Indemnitees by Licensee or its Personnel shall not limit the Licensee's
<br />indemnification obligations hereunder in any way, whether or not such claims against
<br />Indemnitees may result in any limitation on the amount or type of damages, compensation, or
<br />benefits payable by or for Licensee or its Personnel under workers' compensation acts, disability
<br />benefit acts or other employee benefit acts or insurance.
<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, or
<br />under the control or custody of, Licensee, which is on or near the License Property. Licensee's
<br />assumption of risk shall include, without limitation, loss or damage caused by defects in any
<br />structure or improvement on the OCTA Property, accident, fire or other casualty on the OCTA
<br />Property, or electrical discharge, noise or vibration resulting from OCTA's transit operations on
<br />or near the OCTA Property. The term "OCTA" as used in this section shall include: (a) any
<br />transit or rail-related company validly operating upon or over OCTA's tracks or other property,
<br />and (b) any other persons or companies employed, retained or engaged by OCTA. Licensee,
<br />on behalf of itself and its Personnel (as defined in Section 14) as a material part of the
<br />consideration for this Agreement, hereby waives all claims and demands against OCTA for any
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