Agmt 2001 Bay Area Air Quality Management District BAAQMD

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BAAQMD FY2001 TFCA Funding Agreement SECTION IV IT IS MUTUALLY AGREED: 1) Term: This Agreement will remain in effect for three (3) years after the completion of the Project unless terminated as provided below. 2) Termination: Either party may terminate this Agreement at any time by giving written notice of termination to the other party which shall specify the effective date thereof. Notice of termination under this paragraph shall be given at least thirty (30) days before the effective date of such termination. Upon receiving notice of termination, Project Sponsor shall immediately cease further expenditure of TFCA funds received under this Agreement. The Air District will reimburse Project Sponsor for qualifying expenditures on the Project made prior to the receipt of the notice of termination. 3) Indemnity: Project Sponsor shall indemnify and hold harmless the Air District its officers, employees, agents, representatives, and successors-in-interest against any and all claims, suits or actions resulting from the performance by Project Sponsor of its duties under 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 resulting from the performance by Air District 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 on Attachment A, or to such addressees which maybe specified in writing to the parties hereto. 5) Contacts: Project Sponsor and Air District persons to act as contacts and liaison with the Air District and the Project Sponsor with regards to the day-to-day activities of the Project are specified on Attachment A. All reports and correspondence are to be addressed to the "Contacts" listed on Attachment A. 6) Project Number: All correspondence shall reference the "Project Number" listed on Attachment A. 7) Additional Acts and Documents: Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this Agreement. 8) 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, or in other contemporaneous written agreements. 9) Amendment: This Agreement may not be changed, modified or rescinded except in writing and signed by the parties hereto. Any attempt at oral modification of this Agreement shall be void and of no effect. The Air District contact person and Project Sponsor contact person identified pursuant to paragraph IV.S above may jointly authorize, in writing, any schedule revisions, budget line item revisions, or changes to the Project scope of work that do not diminish the emission reductions associated with the Project. Any other amendments to this Agreement must be executed in writing by the signators to this Agreement. Any change in Project scope must be approved by the Air District prior to implementation of the change by the Project Sponsor. TFCA Regional Fund Project 01 R12 Page 3