Agmt11 San Mateo County Transit District, Peninsula Traffic Congestion Relief Alliance and County of San Mateo MOU Making the Last Mile

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VII. OWNERSHIP AND PRESENTATION OF WORK Ownership of all products created using MTC Climate Initiatives Grant funds by the parties to this MOU as well as the Car Share provider shall be in accordance with FTA rules and regulations applicable to the MTC Climate Initiatives Grant. All work products must be made available for presentation to the Grand Boulevard Initiative (GBI) Task Force, the GBI Working Committees, the Planning Commissions of all cities participating in the GBI, and/or other legislative bodies as agreed upon by the Parties. VIII.INDEMNITY Each Party shall indemnify and hold harmless the other Parties, their officers, agents and employees from and against all claims, injury, suits, demands, liability, losses, and damages (including any and all costs and expenses in connection therewith), incurred by reason of any negligent or otherwise wrongful act or omission of the indemnifying Party its officers, employees, agents, and subgrantees, or any of them, under or in connection with this MOU. Each Party further agrees to defend, with counsel acceptable to the other Parties, any and all such actions, suits, or claims and pay all reasonable charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any settlements are reached, or judgments are rendered, against the other Parties or any of the other individuals enumerated above in any such action, the indemnifying Party shall, at its expense, satisfy and discharge the same. All Parties will be provided the opportunity to review and modify agreements with selected vendors prior to finalization. The agreements with selected vendor(s) shall include requirements to indemnify, defend and hold harmless each of the Parties. The agreements shall also include agency- specific requirements that the selected vendor(s) hold appropriate insurance policies and name each of the Parties as additional insureds on such policies. This section shall survive termination or expiration of the MOU. IX. DISPUTE RESOLUTION The Parties agree to attempt in good faith to resolve all disputes informally. If agreed to by all Parties, alternate methods of dispute resolution, such as mediation, may be utilized. X. AMENDMENTS Any changes to this MOU shall be incorporated in written amendments, which shall specify any changes in Scope of Work, Project Budget and Project Schedule. No claim for additional Party funding contributions shall be recognized unless contained in a duly executed written amendment. To be effective, any amendments must be executed by or on behalf of each of the Parties. Making the Last Mi/e Connection Pilot Program Memorandum of Understanding Page 4 of 7 FINAL-July 21, 2011