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directors,officers,employees and agents from and against any and all Iosses,clauns,
<br /> liabilities,costs and expenses arising fioin said termina#ion.
<br /> � 3.3 Texminatian bv the TA:The TA�nay terminate this Agreement,with or without
<br /> cause,by giving sixty(60)days'vv�itten notice of such teFrnination. Tf the TA terminates
<br /> the Agareement fo'r SPONSOR's fai}ure to comply with the tei�n�s of this Agreement,
<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 tci7nination notice. If the TA terminates the
<br /> Agreement for convenience,the TA shall be obIigated to pay to SPONSOR all costs and
<br /> � expenses incwred by SPONSOR to effect such termination. �
<br /> 3.4 Expiration of TA's Financial�bligations. Any and all financial obligations of the TA
<br /> pursuant to t12is Agreernent shall expire upon the expendihue of TA's maxunutn
<br /> contribution to the Project as established in Sectiori 2.1,or on October 31,2014, �
<br /> whichever occurs first.
<br /> SECTION 4: Indemnification and Insurance
<br /> 4.1 Indemnitv bv SPONSOR. SPONSOR sha11 fully release,indemnify,hold hannless
<br /> and defend(with counsel sa�.sfactory to Indemnitees,as defined below)the TA and its
<br /> directors,officers, employees and agents,and each of them(collec�.vely, "Indemnitees")
<br /> � from and against all liability,claims,suits,actions,costs or expenses for loss of or
<br /> damage to property,including but not limited to the property of each party, and for •
<br /> injuries to or deatit of anypeison,when arising out of or resulting from any act or.
<br /> omission by SPONSOR,its agents,employees,cvntractors or subcontractors in
<br /> connection with any aspect of the Project,including the design,administration,
<br /> manageinent or aperation 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 Agrcement. SPONSOR shall also fully release,indemnify,hold
<br /> harmless and defend Tndennnitees from and against any and all claims or suits that inay be
<br /> brought by any of its contractors or subconfxactors performing work in connection with or
<br /> related to the Project. SPONSOR's obligation to defend shall include tha payment of all
<br /> attorneys'fees and a11 other costs and expenses of suit,and if any judgment is rendered,or
<br /> � settleraent entered against any Indemnites, SPONSOR shall,at its expense, satisfy and
<br /> discharge the same,'This indemnification shall survive ter�nination or expiration of this
<br /> A�eement, � �
<br /> 5
<br /> San Mnteo Connty Transportallon Authority/City of Redwoad City
<br /> Climate Best Express,Midpoint Caltrnin ShuUles ,
<br /> December I7,20I2 version boilecplate
<br /> , 4797083.1
<br /> ATTY/AGR/2013.214/SAN MATEO COUNTY TRANSPORTATION AUTHORITY Page 5 of 20
<br /> REV:11-04-13 VR
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