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INDEMNIFICATION AND INSURANCE
<br />8.1 Indemnification by City
<br />City shall indemnify, protect, and defend BART, its directors, officers, employees, and
<br />agents against, and hold BART, its directors, officers, employees, and agents harmless from, any
<br />and all liabilities, obligations, losses, damages, fines, penalties, claims, demands, suits, actions,
<br />causes of action, charges, judgments, costs, and expenses (including all reasonable attorneys' fees
<br />and court costs) (collectively, "Losses") of any nature whatsoever that may be imposed upon,
<br />incurred or paid by, or asserted against BART, its directors, officers, employees and agents, City,
<br />the BART Real Property or any interest therein to the extent that such Losses are the result of,
<br />arise from, or are in connection with any of the following:
<br />(a) Any injury to or death of any person or any damage to property occurring
<br />from any use of or cause in, on or about the BART Real Property to the extent arising from the
<br />acts or omissions of City or its agents, representatives, employees, contractors, subcontractors,
<br />successors, assigns, or invitees;
<br />(b) The use, non-use, condition, possession, occupation, operation, repair,
<br />maintenance, or management of the portion of the BART Real Property occupied and maintained
<br />by City or any part thereof, or of the City Access Cables or any component thereof to the extent
<br />arising from the acts or omissions of City or its agents, representatives, employees, contractors,
<br />subcontractors, successors, assigns, or invitees;
<br />(c) Any construction, reconstruction, repairs, changes, or alterations on or to,
<br />or any work done in, on, or about, the BART Real Property or any part thereof by or at the direction
<br />of City;
<br />(d) Any negligent or tortious act on the part of City or any of its agents,
<br />representatives, employees, contractors, subcontractors, successors, assigns, or invitees;
<br />(e) The release of any Hazardous Material on the BART Real Property or the
<br />migration of any Hazardous Materials to other properties or released into the environment, caused
<br />by or resulting from the acts or omissions of City or its agents, representatives, employees,
<br />contractors, subcontractors, successors, assigns, or invitees;
<br />(f) Failure of City to perform or comply with any term, covenant, or condition
<br />of this Agreement; or
<br />(g) Violation or alleged violation by City of any contract or agreement to which
<br />City is a party, or any law, regulation, rule, ordinance, statute, or decision, in each case affecting
<br />the Dedicated Fibers, or City's use thereof, or City's occupancy, use, possession, operation, repair,
<br />maintenance, or management of its City Access Cables, the Dedicated Fibers, or any portion of
<br />the BART Real Property pursuant hereto.
<br />ADMINLEGAL t22651.3
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