|
<br />interference with the use or surcharge of, the Easement by the installation and
<br />construction or alleged installation',nrl r-nm.truction thereon and therein of any
<br />and all structures, equipment, machinery, improvements and appurtenances by
<br />or for the owner or owners of the underlying fee interest, its or their officers,
<br />employees, agents, contractors, subcontractors, lessees, sublessees, assignees,
<br />licensees or invitees. '
<br />
<br />As further consideration for this assignment, Assignee hereby
<br />agrees to defend (with còunsel of Assignor's choice), indemnify, and save
<br />harmless Assignor, its Council, boards, commissions, officers, employees and
<br />agents (collectively, "mdemnitees") from and against any and all claims, suits,
<br />actions, liability, loss, damage, expense, cost (including, without limitation,
<br />attorneys fees, expert's fees, costs and fees of litigation) of every nature, kind or
<br />description, which may be brought against, or suffered or sustained by
<br />Indemnitees caused by, or alleged to have been caused by, the negligence,
<br />intentional tortious act or omission, or willful misc°!1duct of Assignee, its officers,
<br />employees or ag~nts, or by Assignee's predecessor in interest and its officers,
<br />employees or agents in the performance of any services or work by Assignee, its
<br />officers, employees or agents, or by Assignee's predecessor in interest and its
<br />officers, employees or agents within the Easement or services or work performed
<br />by Assignee or its predecessor in interest with harmful effect upon the Easement.
<br />The duty of Assignee to indemnify and save harmless, as set forth herein, shall
<br />include the duty to defend as set forth in Section 2778 of the California Civil
<br />Code; provided, however, that nothing herein contained shall be construed to
<br />require Assignee to indemnify Indemnitees against any responsibility or liability in
<br />contravention of Section 2782 of the California Civil Code. .
<br />,
<br />
<br />As further consideration, Assignee hereby releases and forever
<br />discharges all claims, causes of actions, and damages it has or may have,
<br />known or unknown, against Assignor which in any way arises out of or relates to,
<br />or may be based in part, or in whole, or are in any way connected with Assignor's
<br />ownership of the Easement, and the improvements constructed and maintained
<br />therein and thereon and covenants not to sue Assignor in connection therewith.
<br />Assignee waives the application of Section 1542 of the Civil Code.
<br />
<br />(Signatures on following page)
<br />
<br />RCtoSBSAassgnmtO70105r
<br />
<br />-- 1r
<br />
|