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Agreement No.900051
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<br />JPB Standard License Form, Rev. 03/2023
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<br />environmental condition of the Property and any related improvements or any law or
<br />regulation applicable thereto or the suitability of the License Area for Licensee's intended use.
<br />(e) Railroad, on behalf of itself and its successors and assigns, waives its right to
<br />recover from, and forever releases and discharges, Licensee from any indirect claims that may
<br />arise on account of or in any way be connected with any pre-existing physical or environmental
<br />condition of the Property and any related improvement or any law or regulation applicable
<br />thereto, unless any such claim would not otherwise have been incurred in the absence of
<br />Licensee’s activities or project.
<br />(f) In connection with the foregoing releases, Licensee acknowledges that it is
<br />familiar with Section 1542 of the California Civil Code, which reads:
<br />A general release does not extend to claims that the creditor or releasing party
<br />does not know or suspect to exist in his or her favor at the time of executing the
<br />release and that, if known by him or her would have materially affected his or
<br />her settlement with the debtor or released party.
<br />Licensee acknowledges that the releases contained herein include all known and unknown,
<br />disclosed and undisclosed, and anticipated and unanticipated claims. Licensee realizes and
<br />acknowledges that it has agreed upon this License in light of this realization and, being fully
<br />aware of this situation, it nevertheless intends to waive the benefit of Civil Code Section 1542,
<br />or any statute or other similar law now or later in effect. The releases contained herein shall
<br />survive any termination of this License.
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<br />13. Indemnity. Licensee shall release, defend (with counsel reasonably satisfactory
<br />to Railroad) and indemnify the Peninsula Corridor Joint Powers Board, the City and County of
<br />San Francisco, the Santa Clara Valley Transportation Authority and the San Mateo County
<br />Transit District, the Union Pacific Railroad Company and TransitAmerica Services, Inc., and all of
<br />their respective officers, directors, employees, volunteers and agents, the successors and
<br />assigns of any of them, (all of the above hereinafter collectively known as “Indemnitees”), from
<br />and against all claims, causes of action, proceedings, losses, damages, liability, cost, and
<br />expense (including, without limit, any fines, penalties, judgments, litigation costs, attorneys’
<br />fees and consulting, engineering and construction costs) for damage to natural resources or
<br />other loss of or damage to property and for injuries to or death of any person (including, but
<br />not limited to, the property and employees of each party) (“Liability”) when arising or resulting
<br />from the use of the Property or performance of the Work by Licensee, its agents, employees,
<br />contractors, subcontractors, or invitees or Licensee’s breach of the provisions of this
<br />Agreement. The duty of Licensee to indemnify and save harmless includes the duties to defend
<br />as set forth in Section 2778 of the Civil Code. It is the express intent of the parties that Licensee
<br />will indemnify and hold harmless Indemnitees from any and all claims, suits or actions arising
<br />from any cause whatsoever as set forth above regardless of the existence or degree of fault or
<br />negligence on the part of Indemnitees, Licensee, or any subcontractor or employee of any of
<br />these, except (i) to the extent the Liability was caused by an act of nature or circumstances
<br />ATTY/AGR.2026.195/JPB License - Recycled Water at Beech (REV: 07-09-26 VR) (Page 6 of 29)
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