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Tracking#15-52141
<br /> LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS
<br /> LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES,
<br /> LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR
<br /> ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS
<br /> BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED
<br /> BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE
<br /> ENVIRONMENTAL CONDITION OF THE PREMISES.
<br /> 114 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE
<br /> OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,
<br /> AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY,DEFEND,AND HOLD THE
<br /> INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR
<br /> RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT
<br /> LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE
<br /> FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS'LIABILITY
<br /> ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE
<br /> OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND
<br /> RECOVERY ACT,AND ANY SIMILAR STATE OR FEDERAL STATUTE.
<br /> 13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT
<br /> LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
<br /> MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES,
<br /> INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL
<br /> NEGLIGENCE,INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE.
<br /> 13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
<br /> proceeding brought against any Indemnitee by any entity, relating to any matter covered by this
<br /> License for which Licensee has an obligation to assume liability for and/or save and hold harmless
<br /> any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but
<br /> not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses,
<br /> settlement payments,and amounts paid in satisfaction of judgments.
<br /> 14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO,
<br /> FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF
<br /> LICENSEE ONLY,AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT
<br /> THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY
<br /> INDEMNITEE.
<br /> 15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License
<br /> the following insurance coverage:
<br /> 15.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability
<br /> with a combined single limit of a minimum of$5,000,000 each occurrence and an aggregate limit of
<br /> at least$10,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage
<br /> must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not
<br /> limited to,the following:
<br /> • Bodily Injury and Property Damage
<br /> • Personal Injury and Advertising Injury
<br /> • Fire legal liability
<br /> • Products and completed operations
<br /> This policy shall also contain the following endorsements or language, which shall be indicated on
<br /> the certificate of insurance:
<br /> - The definition of insured contract shall be amended to remove any exclusion or other limitation
<br /> for any work being done within 50 feet of railroad property.
<br /> ■ Waiver of subrogation in favor of and acceptable to Licensor.
<br /> • Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
<br /> Brokerage, Inc.
<br /> Form 424;Rev.201400801
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