Agmt25 San Mateo County Transportation Authority Measure W Funds Essential Wheels E-Bike Loaner Program

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San Mateo County Transportation Authority/City of Redwood City/Manzanita Works Essential Wheels E-bike Loaner Program REV: 03-25-25 LF 19303926.3 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 ACR/TDM Program. SECTION 4: Indemnification and Insurance 4.1 Indemnity. Non-Profit shall indemnify, keep and save harmless the TA and/or the City and its directors, officers, agents and employees against any and all suits, claims or actions related to the performance of the Scope of Work or the Project including, but not limited to, those arising out of any of the following: a) Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of the Project or implementation of this Agreement; or b) Any allegation that materials or services developed, provided or used for the Project infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party. Non-Profit 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, or settlement reached, against the TA and/or the City or any of the individuals enumerated above in any such action, Non-Profit 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 Co-Sponsors, a contractor of Co-Sponsors, another body on behalf of which Co-Sponsors submitted their funding application, and/or a contractor of such other body. All Entities will provide the appropriate insurance covering the work being performed. The insurance requirements specified in this section will cover each Entity’s own liability and any liability arising out of work or services of Entity subcontractors, subconsultants, suppliers, temporary workers, independent contractors, leased employees, or any other persons, firms or corporations (hereinafter collectively referred to as “Agents”) working ATTY/AGR.2025.051/Funding Agreement with San Mateo County Transportation Authority (Essential Wheels) (Page 8 of 19)