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' 7.1 .A. - Page 7
<br /> directors, officers, employees and agents from and against any and all losses, claims,
<br /> liabilities, costs and expenses aiising froin said termination.
<br /> 33 Termination by the TA: The TA may terminate this Agreement,with or without
<br /> cause, by giving sixty(60) days' written notice of such tei�rnination. If the TA terminates
<br /> the Agreement foi�SPONSOR's failure to comply with the teim�s of this Ag•eement,
<br /> SPONSOR shall reimburse the TA for all funds paid to the SPONSOR in connection with
<br /> the Project, minus those funds SPONSOR expended in full compliance with this
<br /> Agreement,within 90 days of receipt of the teimination notice. If the TA terminates the
<br /> Agreement far convenience, the TA shall be obligated to pay to SPONSOR all costs and
<br /> expenses incurred by SPONSOR to effect such teimination.
<br /> 3.4 Earoiration of TA's Financial Obliaations. Any and all financial obligations of the TA
<br /> pursuant to this Agreement shall expire upon the expendihu�e of TA's maxiuzum
<br /> contriburion to the Project as established in Section 2.1, or on October 31, 2014,
<br /> whichever occurs first.
<br /> SECTION 4: Indemnification and Insm•ance
<br /> 4.1 Indemnit�v SPONSOR. SPONSOR shali fully release, indemnify, hold hannless
<br /> and defend(with counsel satisfactory to Indemnitees, as defined below) the TA and its
<br /> directors, officers, employees and agents, and each of them (collectively, "Indemnitees")
<br /> from and against all liability, claims, suits, actions, costs or expenses for loss of or
<br /> damage to properiy, including but not limited to the properiy of each party, and far
<br /> injuries to or death of any person,when arising out of or resulting from any act or.
<br /> omission by SPONSOR, its agents, employees, contractors or subcontractors in
<br /> connection with any aspect of the Project, including the design, administrarion,
<br /> management or operation of said Project, further including the design, construction,
<br /> maintenance and/or operation of vehicles, facilities, or services used in or for
<br /> performance of the Project, and SPONSOR's performance of obligations and covenants
<br /> established in this Agreement. 5PONSOR shall also fully release, indemnify, hold
<br /> harmless and defend Indemnitees from and against any and all claims or suits that may be
<br /> brought by any of its contractors ar subcontractors performing work in connection with or
<br /> related to the Proj ect. SPONSOR's obligation to defend shall include the payment of all
<br /> attorneys' fees and all other costs and expenses of suit, and if any judgment is rendered, or
<br /> settlement entered against any Indemnitee, SPONSOR shall, at its expense, satisfy and
<br /> discharge the same. This indemnification shall survive tenninarion or expiration of this
<br /> Agreement.
<br /> 5
<br /> San Mateo Cou¢ty Trnnsportation Authority/City of Redwood City
<br /> Climate Best Ex}ness,Midpoint Callmin Shuttlea _
<br /> December 17,2012 versiou boile�late
<br /> 4797083.1
<br /> ATTY/AGR2013.214/SAN MATEO COUNN TRANSPORTATION AUTHORITY Page 5 of 20
<br /> REV: 11-04-13 VR
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