Agmt 2004 Bay Area Air Quality Management District BAAQMD (2)

Home

~. BAAQMD FY2003 TFCA Funding Agreement The Air District may terminate this Agreement for default upon giving ten (10) days written notice (or such other period of time authorized in writing by the Air District) of such default to Project Sponsor and Project Sponsor does not cure such default. The Air District will reimburse Project Sponsor for qualifying expenditures in full conformance with this Agreement made until the effective date of the termination. 3) Indemnity: Project Sponsor will indemnify and hold harmless the Air District, its officers, employees, agents, representatives, and successors-in-interest against any and all claims, suits or actions arising out of an act or omission of the Project Sponsor or its employees, subcontractors or agents in the performance of this Agreement, except to the extent such claim, suit or action arises out of the sole negligence or willful misconduct of the Air District. Project Sponsor will cause any third party who owns, operates or controls the motor vehicle(s) purchased with TFCA funds under this Agreement to indemnify the Air District in accordance with this provision. This indemnification will survive expiration or termination of this Agreement. Air District shall indemnify and hold harmless Project Sponsor its officers, employees, agents, and successors-in-interest against any and all claims, suits or actions arising out of a negligent act or omission by Air District in the performance of its duties under this Agreement, 4) Notices: Any notice which maybe required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal delivery service or first class mail, to the addressees set forth on Attachment A, or to such addressees which may be specified in writing by the parties. 5) Contacts: The persons listed as Contacts in Attachment A will be the first point of contact and act as the liaisons between the Air District and Project Sponsor with regards to the day-to-day activities of the Project. All reports and correspondence are to be addressed to the specified Contacts. ~ Project Number: All correspondence shall reference the "Project Number" specified in Attachment A. 7) Integration: This Agreement represents the entire Agreement of the parties with respect to the subject matter described in this Agreement, and no representation, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein. 9) Amendment: This Agreement may not be changed, modified, or rescinded except in writing and signed by the parties hereto. Any attempt to modify this Agreement orally will be void and of no effect. The Air District and Project Sponsor Contacts as specified in Attachment A may jointly authorize, in writing, any minor schedule revisions, "TFCA Line Item Project Budget" revisions, or changes to the Froject scope of work. Any other amendments to this Agreement must be executed in writing by the signatories to this Agreement. Any change in Project scope of work must be approved by the Air District prior to implementation of the change by the Project Sponsor. 10) Independent Contractor: Project Sponsor and any party contracting with it renders its service under this Agreement as an independent contractor. None of the Project Sponsor's agents, subcontractors or employees shall be construed as agents or employees of the Air District. The legal relationship of any person performing services for the Project Sponsor will be solely between that person and the Project Sponsor. This paragraph does not apply to elected officials serving concurrently on the governing boards of both the Project Sponsor and Air District. 11) Assignment: This Agreement may not be assigned, transferred, or subcontracted by any party without the express written consent of the other party. TFCA Regional Fund Project 03R44 Page 4