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INTERGOVERNMENTAL AGREEMENT — BIKE SHA 6.1 . H. -Page 13 portion of the Project a requirement that the third party indemnify and defend the parties against any and all liability and loss. The contract with the vendor shall further specify that the vendor's obligations to indemnify and defend the parties and to require the same of any third party shall survive expiration of the contract. 12.6. The contract with each vendor will also require the vendor to hold appropriate insurance policies and name each of the parties as additional insureds on such policies and will additionally require that the vendor include in its contract with any third party implementing any portion of the project a requirement that the third party hold appropriate insurance policies and name each of the parties as additional insureds on such policies. 12.7. No addition to or modification of any term or provision of this agreement will be effective unless set forth in writing and signed by an authorized representative of each of the parties. 12.8. Each party represents and warrants that it has the right, power, and authority to execute this agreement. Each party represents and warrants that it has given any and all notices, and obtained any and all consents, powers and authorities, necessary to permit it, and the persons executing this agreement for it, to enter into this agreement. 12.9. This agreement shall be governed by and construed in accordance with the laws of the State of California. 12.10. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This agreement shall be binding upon the receipt of facsimile or scanned signatures. 12.11. If any provision of this agreement is deemed invalid or unenforceable, the balance of the agreement shall remain in full force and effect. 12.12. This agreement is not intended for the benefit of any person or entity not a signatory to this agreement and is not enforceable by any third party. 12.13. Any terms of this agreement that by their nature extend beyond the term (or termination) of this agreement shall remain in effect until fulfilled, and shall apply to all parties' respective successors and assigns. Such terms include the requirements set forth in Sections 7.3.3, 12.4, and 12.5. 12.14. Any notice or report required or permitted to be given under this agreement shall be in writing and shall be addressed to each party as set forth below: To SFMTA: Attention: Heath Maddox San Francisco Municipal Transportation Agency 1 South Van Ness, 7" Floor San Francisco, CA 94103 heath.maddox a sfinta. com To SAMTRANS: Attention: Michael J. Scanlon San Mateo County Transit District 1250 San Carlos Ave., P.O. Box 3006 San Carlos, CA 94070 -1306 To Redwood City: To County of San Mateo: Attention: Susan Wheeler City of Redwood City 1017 Middlefield Road Redwood City CA 94063 swheeler octredwoodeity.org Attention: Peggy Jensen Page 10 of 12