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conductors, traffic signal cabinet, loops as well as all associated traffic signal related infrastructure;
<br />gutters; medians; sidewalks within its easement area; as well as guardrails/handrails; fencing on
<br />City property; signage; and tactile warning tiles ("City Improvements").
<br />(ii) Railroad shall maintain at its expense and be responsible for:
<br />the crossings, including but not limited to all track, grade crossing panels, pavement between the
<br />panels, railroad signals, crossing gates and fencing on Railroad property; pedestrian grade
<br />crossings, including gates, emergency exit gates, and signalized crossing arms; and pavement
<br />markings inside the crossing arms including the stop bar ("JPB Improvements").
<br />f. Indemnity. The following indemnity provisions shall be applicable
<br />and binding upon the parties only for incidents occurring prior to the notice of completion being
<br />filed. Once the notice of completion for this Project is filed or the Project is completed (as defined
<br />in the Public Contract Code), the indemnity provisions set forth below shall terminate.
<br />g. City Indemnity. City shall fully release, indemnify, hold harmless
<br />and defend the JPB, its member agencies (the San Mateo County Transit District, the City and
<br />County of San Francisco, and the Santa Clara Valley Transportation Authority), TransitAmerica
<br />Service Inc. ("TASI"), Union Pacific Railroad Company, and/or their respective officers,
<br />directors, employees, contractors and agents (collectively, "JPB Indemnitees") from and against
<br />all liability, claims, suits, sanctions, costs or expenses for injuries to or death of any person
<br />(including, but not limited to, the passengers, employees and contractors of Railroad), and damage
<br />to or loss of property arising out of or resulting from any negligent act or omission by City, its
<br />agents, employees, contractors or subcontractors in the maintenance of the City Improvements or
<br />in the performance of any other obligation in this Agreement. City's obligation to defend shall
<br />include the payment of all reasonable attorneys fees and all other costs and expenses of suit. If
<br />any judgment is rendered against any JPB Indemnitee, City shall, at its expense, satisfy and
<br />discharge the same, so long as said claim has been timely tendered to the City without prejudice
<br />to City's rights and/or abilities to undertake a defense of said claim.
<br />h. JPB Indemnity. JPB shall fully release, indemnify, hold harmless
<br />and defend the City, including its respective officers, directors, employees, contractors and agents
<br />(collectively, "City Indemnitees") from and against all liability, claims, suits, sanctions, costs or
<br />expenses for injuries to or death of any person (including, but not limited to, passengers, employees
<br />and contractors of City and Railroad) and damage to or loss of property arising out of or resulting
<br />from any negligent act or omission by the JPB, its agents, employees, contractors or subcontractors
<br />in the maintenance of the JPB Improvements or in the -performance of its obligations or any other
<br />obligation -under this Agreement. JPB's obligation to defend shall include the payment of all
<br />reasonable attorneys fees and all other costs and expenses of suit. If any judgment is rendered
<br />against City Indemnitees, or any one of them, JPB shall, at its expense, satisfy and discharge the
<br />same, so long as said claim has been timely tendered to the JPB without prejudice to JPB's rights
<br />and/or abilities to undertake a defense of said claim.
<br />i. Severability. It is the intention of the parties that should any term
<br />of this Agreement be found to be void or unenforceable for any reason, the remainder of the
<br />provision shall remain in full force and effect.
<br />REV: 05-25-17 PR
<br />ATTY/AGR/2017.122/CALTRAIN — RAILROAD CONSTRUCTION AND MAINTENANCE AGREEMENT
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