ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (OC-87)

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FILE: OC -87 directors, affiliates, Licensee's Parties or anyone directly or indirectly employed by or for whose acts Licensee is liable (collectively, "Pemonnel") in connection with the OCTA Property or arising from the presence upon or performance of activities by Licensee or its Personnel with respect to the OCTA Property, including those Claims and Expenses (a) for bodily injury or death of any person (including employees of Indemnitees) or damage to or loss of use of property or (b) in connection with the non-performance or breach by Licensee or its Personnel of any term of condition of this Agreement, in each case whether the Claims and Expenses and/or events giving rise thereto occur during the Term of this Agreement or thereafter. The foregoing indemnity shall be effective regardless of any negligence (whether active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused solely by the negligence or willful misconduct of Indemnitees; shall survive termination of this Agreement; and is in addition to any other rights or remedies which Indemnitees may have under the law or under this Agreement. Upon request of OCTA, Licensee shall provide insurance coverage for possible claims or losses covered by the indemnification and defense provisions of this Agreement. Claims against the Indemnitees by Licensee or its Personnel shall not limit the Licensee's indemnification obligations hereunder in any way, whether or not such claims against Indemnitees may result in any limitation on the amount or type of damages, compensation, or benefits payable by or for Licensee or its Personnel under workers' compensation acts, disability benefit acts or other employee benefit acts or insurance. 15. Assumption of Risk and Waive. To the maximum extent allowed by law, Licensee assumes any and all risk of loss, damage or injury of any kind to any person o, property, including, without limitation, the Facility, the License Property and any other property of, or under the control or custody of, Licensee, which is on or near the License Property. Licensee's assumption of risk shall include, without limitation, loss or damage caused by defects in any structure or improvement on the OCTA Property, accident, fire or other casualty on the OCTA Property, or electrical discharge, noise or vibration resulting from OCTA's transit operations on or near the OCTA Property. The term "OCTA" as used in this section shall include: (a) any transit or rail -related company validly operating upon or over OCTA's tracks or other property, and (b) any other persons or companies employed, retained or engaged by OCTA. Licensee, on behalf of itself and its Personnel (as defined in Section, 14) as a material part of the consideration for this Agreement, hereby waives all claims and demands against OCTA for any such loss, damage or injury of Licensee and/or its Personnel. In that connection, Licensee waives the benefit of California Civil Code Section 1542, which provides as follows: Page 9 of 15