Agmt10 San Mateo County Transportation Authority "TA"

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