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<br />Agreement No.
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<br />familiar with Section 1542 of the California Civil Code, which reads:
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<br />A general release does not extend to claims that the creditor does
<br />not know or suspect to exist in his favor at the time of executing
<br />the release, which if known by him must have materially affected
<br />his settlement with the debtor.
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<br />Licensee acknowledges that the releases contained herein include all known and
<br />unknown, disclosed and undisclosed, and anticipated and unanticipated claims. Licensee realizes
<br />and 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, or
<br />any statute or other similar law now or later in effect. The releases contained herein shall survive
<br />any termination of this License.
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<br />12. Indemnity. Licensee shall release, defend (with counsel reasonably satisfactory to
<br />Railroad) and indemnify the Peninsula Corridor Joint Powers Board, the City and County of San
<br />Francisco, the Santa Clara Valley Transportation Authority and the San Mateo County Transit
<br />District, the Union Pacific Railroad Company and the National Railroad Passenger Corporation,
<br />and all of theiFTespective officers, directors, employees, volunteers and agents, the successors
<br />and assigns opany of them, (all of the above hereinafter collectively known as "Indemnitees"),
<br />from 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' fees
<br />and consulting, engineering and construction costs) for damage to natural resources or other loss
<br />of or damage to property and for injuries to or death of any person (including, but not limited to,
<br />the property and employees of each party) ("Liability") when arising or resulting from the use of
<br />the Property or performance of the Work by Licensee, its agents, employees, contractors,
<br />subcontractors, or invitees or Licensee's breach of the provisions of this Agreement. The duty of
<br />Licensee to indemnify and save harmless includes the duties to defend as set forth in Section
<br />2778 of the Civil Code. With regard to Liability that arises during the construction or
<br />installation at the Facilities, it is the express intent of the parties that Licensee will indemnify and
<br />hold harmless Indemnitees from any and all claims, suits or actions arising from any cause
<br />whatsoever as set forth above regardless of the existence or degree of fault or negligence on the
<br />part of Indemnitees, Licensee, or any subcontractor or employee of any of these, except to the
<br />extent the Liability was attributable to the sole negligence, willful misconduct or criminal acts of
<br />a particular Indemnitee. Following completion of the Facilities, Licensee's indemnity obligation
<br />shall be limited to its own negligence or intentional misconduct. This indemnity shall survive
<br />termination of this Agreement. It is the intention of the parties that should any term of this
<br />indemnity provision be found to be void or unenforceable, the remainder of the provision shall
<br />remain in full force and effect..
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<br />13. Hazardous Materials.
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<br />(a) No 'Hazardous Materials (as defined below) shall be created; stored, us~d,
<br />disposed of, brought to or handled at any time upon the Property, except Hazardous Materials
<br />contained in or used in connection with construction equipment necessary for the operation of
<br />such equipment or vehicle being used for work which is authorized on the Property under this
<br />License. In conducting its operations on the Property, and in arranging for the handling,
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<br />SamTrans/lPB Standard License Form, Rev. 7/03
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<br />1025181.7
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