|
SECTION 13: INDEMNIFICATION
<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.
<br /> ATTY/AGR/2016.206/JPB —CALTRAIN ELECTRIFICATION
<br /> REV: 07-26-16 VR
<br /> Page 10 of 14
<br />
|