Agmt14 San Mateo County Transportation Authority Measure A Funds

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unreimbursed portion of the Measure A allocation will be retained by the TA for the Measure A Pedestrian and Bicycle Program. SECTION 4: Indemnification and Insurance 4.l Indemnitv. a) Sponsor will fully release, indemnify, hold harmless and defend the TA and its directors/councilmembers, officers, employees and agents (collectively, "Indemnitees") against all liability, claims, suits, actions, costs or ex�enses arising from loss of or damage to property, and injuries to or death of any person(including but not limited to the property or employees of each Party)when arising out of or resulting from any act or omission by Sponsor, its agents, employees, contractors or subcontractors in connection with any aspect of the Project, including Project design, construction and/or maintenance. b) Sponsor will also fully release, indemnify, hold harmless and defend the Indemnitees from and against any and all claims or suits that may be brought by any of Sponsor's contractors or subcontractors performing work in connection with or related to the Project. c) Sponsor's obligation to defend includes the payment of all attorneys' fees and all other costs and expenses of suit, and if any judgment is rendered, or settlement entered, against any Indemnitee, Sponsor must, at its expense, satisfy and discharge the same. Indemnitees may require Sponsor to obtain counsel satisfactory to the Indemnitees. d) Sponsor will fully release, indemnify, hold harmless and defend the Indemnitees against any and all claims and expenses associated with the response to, removal and remediation of the release of hazardous chemicals or substances related to implementation of the Scope of Work, including without limit, payment of any fines or penalties levied by any agency as a result of such release. For purposes of this paragraph,the term "claims" includes (1) all notices, orders, directives, administrative, ar judicial proceedings, fines,penalties, fees, or charges imposed by any governmental agency with jurisdiction; and(2) any claim, cause of action, or administrative or judicial proceeding brought against the Indemnitees for any loss, cost (including reasonable attorneys' fees); damage or liability, sustained or suffered by any person or entity, including the Indemnitees. � e) This indemnification will survive termination or expiration of this Funding Agreement. San Mateo County Transportation Authority/City of Redwood City Safe Routes to Schools Improvement Project May 28,2014 boilerplate 6670014.1 REV:09-04-14 VR 8 ATTY/AGR/2014.160/SAN MATEO COUNTY TRANSPORTATION AUTHORITY