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6.1.C. - Page 6
<br /> e. City Notice of Completion Prior to JPB's final acceptance of the
<br /> Project, JPB shall seek City's determination tha the City Improvements (defined in Subsection
<br /> (�(i) below) are complete to the satisfaction of the City Engineer. Upon written notice from JPB, the
<br /> City Engineer shall inspect the City Improvements, and inform JPB of City Engineer's determination.
<br /> Upon satisfactory completion of the City Improvements, the City Engineer will send Developer a written
<br /> notice of satisfactory completion.
<br /> £ Maintenance. Upon completion of construction, the parties shall
<br /> be responsible to maintain the following Improvements:
<br /> (i) Upon City's notice of satisfactory completion of the City
<br /> Improvements, City shall maintain at its expense and be responsible for: City streets and
<br /> pavement up to the crossing panels, but not between the crossing panels; street curbs; traffic
<br /> signals, conduits, conductors, traffic signal cabinet, loops as well as all associated traffic signal
<br /> related infrastructure; gutters; medians; sidewalks within its easement area; as well as
<br /> guardrails/handrails; fencing on city property; pavement markings and signage; and tactile
<br /> warning tiles ("City Improvements").
<br /> (ii) Railroad shall maintain at its expense and be responsible
<br /> for: the crossings, including but not limited to all track, grade crossing panels,pavement between
<br /> the panels, railroad signals, crossing gates and fencing on Railroad property; pedestrian grade
<br /> crossings, including gates, emergency exit gates, and signalized crossing arms; and pavement
<br /> markings ("JPB Improvements").
<br /> g. Indemnity. The following indemnity provisions shall be
<br /> applicable and binding upon the parties only for incidents occurring prior to the notice of
<br /> completion being filed. Once the notice of completion for this Proj ect is filed or the Proj ect is
<br /> completed (as defined in the Public Contract Code), the indemnity provisions set forth below
<br /> shall terminate.
<br /> h. City Indemnity. City shall fully release, indemnify, hold harmless
<br /> and defend the JPB, its member agencies (the San Mateo County Transit District, the City and
<br /> County of San Francisco, and the Santa Clara Valley Transportation Authority), Transit America
<br /> Services, Inc (TASI), Union Pacific Railroad Company, and/or their respective officers,
<br /> directors, employees, contractors and agents (collectively, "JPB Indemnitees") from and against
<br /> all liability, claims, suits, sanctions, costs or expenses for injuries to or death of any person
<br /> (including, but not limited to, the passengers, employees and contractors of Railroad), and
<br /> damage to or loss of property arising out of or resulting from any negligent act or omission by
<br /> City, its agents, employees, contractors or subcontractors in the maintenance of the City
<br /> Improvements or in the performance of any other obligation in this Agreement. City's obligation
<br /> to defend shall include the payment of all reasonable attorneys fees and all other costs and
<br /> expenses of suit. If any judgment is rendered against any JPB Indemnitee, City shall, at its
<br /> expense, satisfy and discharge the same, so long as said claim has been timely tendered to the
<br /> City without prejudice to City's rights and/or abilities to undertake a defense of said claim.
<br /> i. JPB Indemnity. JPB shall fully release, indemnify, hold harmless
<br /> and defend the City, including its respective officers, directors, employees, contractors and
<br /> ATTY/AGR/2013.021/JPB RAILROAD CONSTRUCTION&MAINTENANCE AGREEMENT
<br /> REV:OS-29-13 VR
<br /> Page 4 of 8
<br /> 4799109.2
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