Agmt26 San Mateo County Transportation Authority Community VanPool Program

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ATTY/AGR.2026.103/San Mateo County Transportation Authority (Community Vanpool Program) (Page 8 of 18) San Mateo County Transportation Authority/City of Redwood City/Manzanita Works Community Vanpool Program 8 REV: 04-13-26 VR 22538717.2 Non-Profit shall indemnify, keep and save harmless the SMCTA and 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 SMCTA 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 on the Project. If a Co-Sponsor itself is an Entity, Co-Sponsor must also provide its own insurance meeting the requirements of this Section. a) Minimum Types and Scope of Insurance. Each Entity is required to procure and maintain at its sole cost and expense insurance subject to the requirements set forth below. Such insurance will remain in full force and effect throughout performance of the Scope of Work. All policies will be issued by insurers acceptable to the SMCTA (generally with a Best’s Rating of A-10 or better). Each Entity is also required to assess the risks associated with work to be performed by Agents and to require that Agents maintain adequate insurance coverages with appropriate limits and endorsements to cover such risks. To the extent that its Agent does not procure and maintain such insurance coverage, an Entity is responsible for and assumes any and all costs and expenses that may be incurred in securing said coverage or in fulfilling Entity’s indemnity obligations as to itself or any of its Agents in the absence of coverage. Entities may self-insure against the risks associated with the Scope of Work, but in such case, waive subrogation