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Page 17 of 37 <br />20016287.14 <br />a)Any injury to persons or property that may occur, or that may be alleged to have <br />occurred, arising from the performance of the Project or implementation of this <br />Agreement; or <br />b)Any allegation that materials or services developed, provided or used for the Project <br />infringe or violate any copyright, trademark, patent, trade secret, or any other <br />intellectual-property or proprietary right of any third party. <br />The Sponsor further agrees to defend any and all such actions, suits or claims and pay <br />all charges of attorneys and all other costs and expenses of defenses as they are <br />incurred. If any judgment is rendered, or settlement reached, against the TA or any of <br />the other agencies or individuals enumerated above in any such action, the Sponsor will, <br />at its expense, satisfy and discharge the same. <br />This indemnification will survive termination or expiration of the Agreement. <br />SECTION 8: Additional Terms Applicable to All Other Project Supplements for Operations <br />The following additional terms apply to operational projects as described in each Project <br />Supplement (Project). <br />8.1. Sponsor Oversight; Work Plan. Sponsor is responsible for the completion of the <br />Scope of Work as described in each Project Supplement. Sponsor is responsible for <br />procuring and administering any professional service and/or other contracts entered into <br />in connection with the Scope of Work. Sponsor will oversee completion of the Scope of <br />Work. Sponsor may appoint a designee or engage contractor(s) to perform work <br />necessary for Scope of Work completion, but Sponsor remains responsible to the TA for <br />the completion of the Scope of Work. <br />8.2. Required Approvals. Prior to commencement of the Scope of Work, Sponsor or <br />its designee (e.g., a consultant) will obtain all applicable local, state and federal <br />approvals and permits for the Scope of Work. In addition, Sponsor must comply with all <br />applicable federal, state and local laws and regulations applicable to the Project. <br />8.3. Contract Award and Change Orders. Sponsor must comply with state and local <br />agency requirements for the award of any contract(s) for the performance of the Scope <br />of Work and any amendments. As the Scope of Work proceeds, Sponsor must advise <br />the TA of any contracts awarded and amendments as part of the regular progress <br />reporting requirements pursuant to Section 8.4 below. Notice of any contracts and <br />amendments provided to the TA will not constitute approval by the TA of the contracts <br />and amendments nor obligate the TA to provide funds in excess of its maximum <br />contribution stated in the Project Supplement. <br />8.4. Progress Reports. For each of the projects in the Scope of Work, Sponsor will <br />prepare and submit to the TA quarterly progress reports as the program proceeds and <br />covering all Scope of Work activities for work completed during the previous month using <br />the template in Exhibit B, or in other formats specified by the TA. The reports must <br />describe: <br />a)The current status of, and any changes in, scope, schedule, budget, and funding <br />plans of the Scope of Work and the Project; <br />ATTY/AGR/2025.031 - 2025 TA PRIMARY GRANT AGREEMENT <br />REV: 02-27-25 LR