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death, personal injury, or property damage, that are incurred by or asserted
<br />against the SCRRA Indemnitees arising out of or connected with any negligent
<br />acts or omissions on the part of the CITY and CITY Indemnities, and any SCRRA
<br />contractors, consultants, architects, of any grade, that are retained by SCRRA
<br />under or in connection with the PROJECT. However, with respect to the CITY's
<br />defense and indemnity obligations to SCRRA and SCRRA Indemnities for any
<br />negligent acts or omissions on the part of any SCRRA contractors, consultants,
<br />architects, of any grade, that are retained under or in connection with the
<br />PROJECT, the CITY's defense and indemnity obligations will be limited to the
<br />design, construction, maintenance and/or operation of the exit gates and
<br />associated traffic detection loops; and any pavement, street improvements, street
<br />lighting, traffic signals, sidewalks, curbs and gutters, raised medians, traffic
<br />striping and vehicular signage within or on the approaches to the crossing, as well
<br />as within the CITY's streets and public right-of-way. This indemnity shall survive
<br />completion of the PROJECT, and termination of this AGREEMENT.
<br />2. Neither CITY, nor its council, officers, agents, contractors, or employees shall be
<br />responsible for any damage or liability occurring by reason of any acts or
<br />omissions directly on the part of SCRRA or the SCRRA Indemnitees in connection
<br />with the PROJECT. SCRRA shall indemnify, defend and hold harmless CITY, as
<br />well as its council, officers, agents, contractors, and employees ("CITY
<br />Indemnitees") from any and all liability, loss, expense (including reasonable
<br />attorneys' fees and other defense costs), demands, suits, liens, damages, costs,
<br />claims, including but not limited to, claims for bodily injury, death, personal injury,
<br />or property damage, that are incurred by or asserted against the CITY
<br />Indemnitees arising out of or connected with any negligent acts or omissions
<br />directly on the part of SCRRA, its board members, officers, volunteers, or
<br />employees under or in connection with the PROJECT. This indemnity shall
<br />survive completion of the PROJECT and termination of this AGREEMENT.
<br />3. SCRRA will include a provision requiring its design consultant for this PROJECT,
<br />JL Patterson and Associates, to name the CITY as an additional insured under its
<br />professional services policy under the design services contract for this PROJECT.
<br />SCRRA will additionally include a provision in its construction contract for the
<br />PROJECT requiring the construction contractor to indemnify the CITY for and
<br />against claims arising out of the PROJECT to the same extent that the
<br />construction contractor will indemnity SCRRA against such claims. SCRRA will
<br />also include a provision in its construction contract for the PROJECT that will
<br />require the construction contractor to add the CITY as an additional insured to its
<br />comprehensive general liability insurance policy required under the construction
<br />contract.
<br />4. This AGREEMENT shall continue in force and effect until mutual termination by
<br />the parties. The covenants and provisions of this AGREEMENT shall be binding
<br />upon and inure to the benefit of the successors and assigns of SCRRA and CITY.
<br />OCTA Safety Enhancement Project for City of Tustin Page 8 of 14
<br />City of Santa Ana
<br />Draft Construction and Maintenance Agreement
<br />09/29/08
<br />25B-26
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