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6.1 C <br /> Page 7 <br /> SECTION 3: Term I <br /> 3.1 The term of this A eement shall commence Jul 1 2010 and shall conclude the I <br /> �' Y � <br /> earlier of (a) October 29, 2012 or (b) upon the TA's reimbursement to the CITY for I <br /> Project Costs and submittal by CITY of the Final Report as required on Section 1.5, <br /> unless terminated sooner pursuant to this Section 3. ' <br /> 3.2 CITY's Right to Terminate; Repavment upon Termination. <br /> , CITY may at any time terminate the Project by giving written notice to the TA of its <br /> election to do so. Upon such termination, CITY shall not be reimbursed for any further <br /> Project Costs and will reimburse the TA for all monies paid by the TA and costs incurred <br /> by Authority in connection with the Project within ninety (90) days of the TA's <br /> submission to CITY of a detailed statement of such payments and costs. CITY shall also <br /> mdemnify the TA, rts directors, officers, employees and agents from and agamst any and <br /> all losses, claims, liabilities, costs and expenses azising from said termination. <br /> 3.3 Termination bv the TA: The TA may terminate this Agreement, with or without <br /> cause, by giving ten (10) days' written notice of such termination. If the TA terminates <br /> the Agreement for CITY's default, CITY shall reimburse the TA for all funds paid to the <br /> CITY in connection with the Project, minus those funds CITY expended in full <br /> compliance with this Agreement, within 90 days of receipt of the termination notice. If <br /> the TA terminates the Agreement for convenience, the TA shall be obligated to pay to <br /> CITY all costs and expenses incurred by CITY to effect such termination. <br /> SECTION 4: Indemnification and Insurance <br /> 4.1 Indemnitv b, C�TY. CITY shall fully release, indemnify, hold harmless and defend <br /> (with counsel satisfactory to Indemnitees, as defined below) the TA and its directors, <br /> officers, employees and agents, and each of them (collectively, "Indemnitees") from and <br /> against all liability, claims, suits, actions, costs or expenses for loss of or damage to <br /> property, including but not limited to the property of each party, and for injuries to or <br /> death of any person, when arising out of or resulting from any act or omission by CITY, <br /> its agents, employees, contractors or subcontractors in connection with any aspect of the <br /> Project, including the design, construction and/or maintenance of said Project, and <br /> CITY's performance of obligations and covenants established in this Agreement. CITY <br /> shall also fully release, indemnify, hold harmless and defend Indemnitees from and <br /> against any and all claims or suits that may be brought by any of its contractors or <br /> subcontractors performing work in connection with or related to the Project. CITY's <br /> obligation to defend shall include the payment of all attorneys' fees and all other costs <br /> and expenses of suit, and if any judgment is rendered, or settlement entered against any <br /> Indemnitee, CITY shall, at its expense, satisfy and discharge the same. This <br /> indemnification shall survive termination or expiration of this Agreement. <br /> 4.2 Insurance. <br /> 5 <br /> San Mateo County Transportation Authoriry/ <br /> Redwood City: Redwood City Mid Point Celtrain 5huttle <br />