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3.4 Ex iration/Sus ension of TA's Financial Obligations. Any and all financial obligations of the TA pursuant to this Agreement expire upon the expenditure of TA's maximum contribution to the Scope of Work as established in Section 2.1 above or the conclusion of the Term as defined in Section 3. 1, whichever occurs first. The TA reserves the right to suspend its financial obligation, with ten (10) days' advance notice, if Sponsor identifies a risk of not being able to complete the Scope of Work within budget. If Sponsor cannot provide a credible funding plan acceptable to the TA to fund and complete Scope of Work, the TA may terminate this Agreement. If Sponsor identifies a risk of not being able to complete the Scope of Work within budget, failure to report such risk to the TA is cause for termination under Section 3.3. 3.5 Time of Performance. The Scope of Work must be completed no later than three (3) years after the Execution Date of this Agreement. 3.6 Time Extension. If the Scope of Work cannot be completed within the Time of Performance as defined in Section 3.5, Sponsor must submit a request in writing to the TA no later than six (6) months before the Time of Performance for an extension for the Time of Performance. The TA will review the request, and grant the extension if it is justified in TA's sole and complete discretion. Costs incurred for the Scope of Work after the Time of Performance are at risk of denial for reimbursement by the TA. The unreimbursed portion of the Measure W allocation will be retained by the TA for the Measure W Pedestrian and Bicycle Program. SECTION 4: Indemnification and Insurance 4.1Indemni . a) The Sponsor shall indemnify, keep and save harmless the TA and its directors, officers, agents and employees against any and all suits, claims or actions related to the performance of this Agreement including, but not limited to, those arising out of any of the following: i) Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of this Agreement by the Sponsor caused by a negligent act or omission or willful misconduct of the Sponsor or its employees, subcontractors, subconsultants or agents; or ii) Any allegation that materials or services provided by the Sponsor under this Agreement infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual -properly or proprietary right of any third party. b) Sponsor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered against the TA or any of the other individuals enumerated above in any such action, the Sponsor shall, at its expense, satisfy and discharge the same. This indemnification shall survive termination or expiration of the Agreement. 4.2 Insurance. For the purposes of this Insurance section, "Entity" is defined as any entity designing, approving designs and/or performing the Scope of Work funded by this Agreement. Entities may include Sponsor, a contractor of Sponsor, another body on behalf of which Sponsor submitted its funding application, and/or a contractor of such other body. REV: 06-18-2021 SK ATTY/AGR.2021.145/San Mateo County Transportation Authority (Page 6 of 18) 17293493.1