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ACTIA Bike/Ped Countywide Discretionary Fund Grant Agreement ACTIA No.:A04-0017 Sponsor: City of San Leandro ACTIA may terminate this Agreement for default upon giving ten (10) days written notice (or such other period of time authorized in writing by ACTIA) of such default to Project Sponsor and Project Sponsor does not cure such default. ACTIA 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 ACTIA, its officers, employees, agents, representatives, consultants, 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 ACTIA. This indemnification will survive expiration or termination of this Agreement. ACTIA 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 ACTIA in the performance of its duties under this Agreement. 4) Notices: Any notice which may be 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 in 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 ACTIA 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. 6) Project Number: All correspondence shall reference the "ACTIA 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any of the parties except as expressly set forth herein. 8) Amendment: This Agreement may not be changed, modified, or rescinded except in writing and signed by the parties hereto.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 ACTIA and Project Sponsor Contacts as specified in Attachment A may jointly authorize, in writing, any minor schedule revisions, "ACTIA Line Item Project Budget' revisions, or changes to the Project 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 ACTIA prior to implementation of the change by the Project Sponsor. 9) 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 ACTIA. 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 F:'.ACTIA~,ProgramslBicycle and Pcdesuian~.Crywide Fund Program`Fundcd Projects -Cycle U3-0~\Sau Leandro Slough Bridge_SL`.Agrecment A04-0017_SL Biidge.DOC Page 5 of 15