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<br />or out or
<br />to as is to done by to
<br />Agreement, or out of the act of neglect or alleged act or neglect, of Equitable, or its
<br />officers, agents, employees or representatives.
<br />
<br />
<br />5.2. Hold Harmless by City and RTB. The City and the RTB agree to hold
<br />Equitable, the owners and lessees of, and the managing agents ot~ the property on which
<br />the Transit Facilities are located, and their respective officers, agents, employees,
<br />representatives, guests and Invitees, harmless from and indemnified against any loss,
<br />cost, damage or expense, including reasonable attorneys' fees, arising out of any claims
<br />by persons not a party to this Agreement, which claims are due to, or alleged to be due to,
<br />the design of the Transit Hub Improvements (to the extent such design is attributable to
<br />the RTB to the City) the providing of public transit service at Rosedale, or out of the
<br />failure, or alleged failure, of the City or the RTB to have done such repair and.
<br />maintenance of the Transit Facilities as is to be done by either of them pursuant to this
<br />Agreement, or out of the act of neglect, or alleged act of neglect; of the City or the RTB,
<br />or their respective officials, officers, agents, employees or representatives.
<br />
<br />5.3. Remedies.
<br />
<br />(a) II Equitable fails to do any construction or maintenance work to be done by it
<br />pursuant to this Agreement, or fails to fulfill any other obligations under this Agreement,
<br />and if such failure continues for a period of thirty (30) days after notice of such failure,
<br />specifying the same, is given to Equitable, then the City or RTB may at its or their option
<br />either:
<br />
<br />(i) enter upon the Bus Route and the property upon which the Transit Facilities
<br />are located to do the work which Equitable has failed to do, or to fuifill such
<br />obligations, and Equitable agrees to pay to the City or the RIB, as the case may
<br />be, all costs incurred in doing such work or fulfilling such obligations, including
<br />reasonable attorneys' fees, in excess of the cost which is to be paid by the City or
<br />the RTB as provided in Articles I and II hereot~ with interest on such excess cost
<br />at 12% per annum from a date 30 days after notice of such costs is given to
<br />Equitable, until paid; or
<br />
<br />(ii) terminate this Agreement. If City or RTB elects to terminate this Agreement,
<br />it shall do so by an additional notice to Equitable 110 stating such intent, and if
<br />such failure continues for an additional ten (to) business days after such additional
<br />notice is given to Equitable, then the City or RTB may proceed to terminate this
<br />Agreement by additional notice to Equitable, which notice shall specify the date
<br />oftern1ination, which shall be not earlier than 30 days after the date of such
<br />notice. If this Agreement be so terminated, then, after the date of such
<br />termination, the City and the RTB, and all other persons authorized by Section 3.1
<br />hereof to use the Transit Facilities and by Section 4.1 hereof to use the Park and
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