Agmt 2005 Bay Area Air Quality Management District BAAQMD

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BAAQMD FY2004 TFCA Funding Agreement 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 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. 12) Severability: Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the invalid portion(s), reasonably be interpreted to give effect to the intentions of the parties. 13) Effective Date: The effective date of this Agreement is the date the Air District Executive Officer/APCO executes this Agreement. 14) General Compliance with Laws: The performance of this Agreement and the expenditure of TFCA funds received under this Agreement will be in accordance with all applicable provisions of local and state law. 15) Liquidated Damages: It is agreed by the parties that a violation of Section II.7 will result in damage to the Air District that is or will be impracticable to determine. It is therefore agreed that the Project Sponsor will be liable for up to ten percent (10%) of the "Total TFCA Regional Funds Awarded" for the Project as liquidated damages if the Project Sponsor does not cure a noticed violation of Section II.7 within thirty (30) days of such written notice from the Air District. The Air District may deduct such liquidated damage amounts from any amounts owed to the Project Sponsor. 16) Force Majeure: Neither the Air District nor Project Sponsor shall be liable or deemed to be in default for any delay or failure in performance under this Funding Agreement or interruption of services, directly or indirectly, from the acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of the Air District or Project Sponsor. 17) Governing Law: This Funding Agreement shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the State of California. 18) Binding on Successors: All of the terms, provisions and conditions of this Funding Agreement will be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives. 19) Attorneys' fees: If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in said proceeding will recover, in addition to all court costs, reasonable attorneys' fees. 20) Conflict of Interest: Project Sponsor warrants and represents that it presently has no interest and agrees that it will not acquire any interest which would represent a conflict of interest under California Government Code sections 1090 et seq. and 87100 et seq. during the performance of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers. TFCA Regional Fund Project 04R69 Page 5