Agmt25 Peninsula Corridor Joint Powers Board - PSR MOU

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In case of any and all suits, claims or actions arising out of any act or 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. Indemnification as to any alleged injury to person or property as described in subsections (a) in this section, shall expire when any agreement for engineering work for grade separation project(s) is executed by the Parties or within four years, whichever is earlier. Indemnification as to any allegations of infringement of intellectual property shall survive termination or expiration of the MOU. E. 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 furnished to the JPB or the City under this MOU, are the joint property of the JPB and the City. 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. 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. Express waivers are limited in scope and duration to their express provisions. Consent to an action or actions do not imply consent to any future action(s). Assignment: No Party can assign, transfer or otherwise substitute its interests or obligations under this MOU without the written consent of all other Parties. Governing Law: This MOU is governed by the laws of the State of California as applied to contracts that are made and performed entirely in California. Modifications: This MOU may only be modified in a writing executed by all Parties. Disputes: If a question arises regarding interpretation of this MOU or its performance, or the alleged failure of a Party to perform, the Party raising the question or making the allegation must give written notice thereof to the other Party. The Parties will promptly meet in an effort to resolve the issues raised. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation, may be pursued by mutual ATTY/AGR.2025.069/Caltrain (MOU with Caltrain- Grade Separation Project) (Page 5 of 18)