Agmt18 San Mateo Co Transportation Authority and Peninsula Corridor Joint Powers Board MOU

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and County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the Service, and the Union Pacific Railroad Company and each of their directors/ councilmembers, officers, agents and employees (collectively, "Indemnitees ") against any and all suits, claims or actions arising out of any act or omission by the indemnifying Party, its agents, employees, contractors or subcontractors in connection with the Project, including the following: a. Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from that Party's performance of the Project or implementation of this MOU; or b. Any allegation that materials or services developed, provided or used by that Party for the Project infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual- property or proprietary right of any third party. In case of any and all suits, claims or actions arising out of any actor omission by the indemnifying Party, its agents, employees, contractors or subcontractors, each indemnifying Party further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defenses of the other Parties and other Indemnitees as they are incurred. If any judgment is rendered, or settlement reached, against any Indemnitees in any such action, the indemnifying Party will, at its expense, satisfy and discharge the same. This indemnification shall survive termination or expiration of the MOU. H. Miscellaneous Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies, memoranda, and other documents assembled for or prepared by or for; in the process of being assembled or prepared by or for; or filmished to the TA, the JPB or the Sponsor under this MOU, are the joint property of the TA, the JPB and the Sponsor. Each Party is entitled to copies and access to these materials during the progress of the Project and upon completion of the Scope of Work or termination of this MOU. All Parties may retain a copy of all material produced under this MOU for use in their general activities. 2. Attribution to the TA. Sponsor and JPB must include attribution that indicates work on the Project was funded by Measure A Funds from the TA. This provision applies to any project or publication that was funded in part or in whole by Measure A Funds. Acceptable forms of attribution include TA branding on Project - related documents, construction signs, public information materials, and any other applicable documents. 3. No Waiver. No waiver of any default or breach of any covenant of this MOU by any Party to this MOU can be implied from any omission by any other Party to take action on account of such default if such default persists or is repeated. San Mateo County Transportation Authority/ City of Redwood City Project Study Report Phase riot Whipple Avenue Grade Separation Project 14387636.3 ATTY /AGR.2018.189/TA/J PB REV: 08 -07 -18 DZ