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ATTY/AGR/2016.206/JPB – CALTRAIN ELECTRIFICATION
<br />REV: 07‐26‐16 VR
<br />Page 10 of 14
<br />SECTION 13: INDEMNIFICATION
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<br />A. City’s Indemnity.
<br />(1) City shall fully release, indemnify, hold harmless and defend the JPB, as
<br />well as the San Mateo County Transit District, the Santa Clara Valley Transportation
<br />Authority, the City and County of San Francisco, Transit America Services, Inc. or any
<br />successor Operator of the Service, the Union Pacific Railroad Company, and/or their
<br />respective officers, directors, employees, contractors and agents (collectively, “JPB
<br />Indemnitees”) from and against all liability, claims, suits, sanctions, costs or expenses for
<br />injuries to or death of any person (including, but not limited to, the passengers,
<br />employees and contractors of City and JPB), and damage to or loss of property arising
<br />out of or resulting from any act or omission by City, its agents, employees, contractors or
<br />subcontractors in the performance of its obligations under this Agreement.
<br />(2) City’s obligation to defend shall include the payment of all reasonable
<br />attorney’s fees and all other costs and expenses of suit, and if any judgment is rendered
<br />against any JPB Indemnitee, City shall, at its expense, satisfy and discharge the same, so
<br />long as said claim has been timely tendered to the City without prejudice to City’s rights
<br />and/or abilities to undertake a defense of said claim.
<br />B. JPB’s Indemnity.
<br />(1) JPB shall fully release, indemnify, hold harmless and defend the City and
<br />its respective officers, directors, employees, contractors and agents (collectively, “City
<br />Indemnitees”) from and against all liability, claims, suits, sanctions, costs or expenses for
<br />injuries to or death of any person (including, but not limited to, passengers, employees
<br />and contractors of City and JPB) and damage to or loss of property arising out of or
<br />resulting from any act or omission by the JPB, its agents, employees, contractors or
<br />subcontractors in performance of its obligations under this Agreement.
<br />(2) JPB’s obligation to defend shall include the payment of all reasonable
<br />attorney’s fees and all other costs and expenses of suit, and if any judgment is rendered
<br />against City Indemnitee’s or any one of them, JPB shall, at its expense, satisfy and
<br />discharge the same, so long as said claim has been timely tendered to the JPB without
<br />prejudice to JPB’s rights and/or abilities to undertake a defense of said claim.
<br />C. Severability. It is the intention of the Parties that should any term of this
<br />indemnity provision be found to be void or unenforceable; the remainder of the provision shall
<br />remain in full force and effect.
<br />D. Survival. This indemnification shall survive termination or expiration of this
<br />Agreement.
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<br />6.1.A. - Page 13
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