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• Agreement No.
<br /> familiar with Section 1542 of the California Civil Code,which reads:
<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.
<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.
<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 their respective officers, directors, employees, volunteers and agents, the successors
<br /> and assigns of any 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..
<br /> 13. Hazardous Materials.
<br /> (a) No Hazardous Materials (as defined below) shall be created, stored, used,
<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,
<br /> SamTrans/JPB Standard License Form,Rev.7/03 5
<br /> 1025181.7
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