Agmt13 San Mateo County Measure A Funds-Hudson St

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3.2 SPONSOR's Right to Terminate; Repayment upon Termination. SPONSOR may at any time terminate the Project by giving ten (10) days written notice to the TA of its election to do so. Upon such termination, SPONSOR 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 the TA in connection with the Project within ninety (90) days of the TA's submission to SPONSOR of a detailed statement of such payments and costs. 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 SPONSOR's default, SPONSOR shall reimburse the TA for all funds paid to the SPONSOR in connection with the Project, minus those funds SPONSOR expended in full compliance with this Agreement. If the TA tertninates the Agreement for convenience, the TA shall be obligated to pay to SPONSOR all costs and expenses incurred by SPONSOR to effect such termination. 3.4 Expiration of TA's Financial Obli atg ions• Any and all financial obligations of the TA pursuant to this Agreement shall expire upon the expenditure of TA's maximum contribution to the Project as established in Section 2.1 above or on July 7, 2016, whichever occurs first. 3.5 Time of Performance. The Project shall be completed no later than July 7, 2016. SECTION 4: Indemnification and Insurance 4.1 Indemnit,�y SPONSOR. SPONSOR shall fully release, indemnify, hold harmless and defend (with counsel reasonably 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 and for injuries to or death of any person (including but not limited to the property or employees of each party) when arising out of or resulting from any act or omission by SPONSOR, 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 SPONSOR's performance of obligations and covenants established in this Agreement. SPONSOR 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. SPONSOR'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, SPONSOR shall, at its expense, satisfy and discharge the same. Finally, SPONSOR shall indemnify the Indemnitees from and against any and all losses, claims, liabilities, costs and expenses arising from termination pursuant to Section 3.2 of this Agreement. This indemnification shall survive termination or expiration of this Agreement. San Mateo County Transportation Authority/City of Redwood City ATTY/AGR/2013.007/HUDSON FUNDING AGREEMENT REV:O1-11-13 VR Page 5 of 14