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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 />commercial general liability policy under the design services contract for this
<br />PROJECT. SCRRA will additionally include a provision in its construction contract
<br />for the PROJECT requiring the construction contractor to indemnify the CITY for
<br />and 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 />5. This AGREEMENT may only be modified or amended in writing. All modifications,
<br />amendments, changes and revisions of this AGREEMENT in whole or part, and
<br />from time to time, shall be binding upon the parties, so long as the same shall be
<br />in writing and executed by SCRRA and the CITY.
<br />OCfA Safety Enhancement Project Page S of 14 Construction and Maintenance Agreement
<br />City of Santa Ana
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