Agmt 2014 Bay Area Air Quality Management District BAAQMD

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BAAQMD FYE 2014 TFCA Funding Agreement Party shall promptly inform the other of any changes for notice. All correspondence shall reference the Project Number. 6) Survival of Terms: Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. Such terms include the requirements set forth in Sections II.7, II.8, II.9, II.10, II.11 and II.12. 7) Termination: A. Voluntary. Either Party may terminate this Agreement by giving written notice to the other Party. The notice of termination shall specify the effective date of termination, which shall be no less than thirty (30) calendar days from the date of receipt of such notice. Notice shall be delivered as provided for in Section IV.5 above. If the Project Sponsor terminates this Agreement, the Project Sponsor shall not be entitled to the full amount of the TFCA Regional Funds Awarded. The Project Sponsor may retain or receive payment for that portion of the TFCA Funds to which they are entitled as well as all unpaid amounts due Project Sponsor that Air District has not paid, including but not limited to, those eligible costs on the Project incurred by Project Sponsor. The Air District will calculate the amount of funds to which the Project Sponsor is eligible by a) dividing the amount of the TFCA Regional Funds Awarded by the number of months of the Project Useful Life, and then, b)multiplying that amount by the number of full months of operation completed at the time the Agreement is terminated. If the Air District has paid the Project Sponsor more than the amount of funds to which the Project Sponsor is eligible, the Project Sponsor shall pay the funds owed to the Air District within thirty(30) days of the effective date of termination. If the Air District terminates this Agreement pursuant to this provision, any costs incurred on the Project following the effective date of termination shall be ineligible for reimbursement of TFCA funds, except costs for any work that the Air District has specified in the notice of termination the Project Sponsor may continue to perform for the specified period of time. The Air District will reimburse Project Sponsor for all eligible costs on the Project expended prior to the effective date of the termination. B. Breach. The Air District may terminate this Agreement for breach of any term of this Agreement. The Air District will deliver a written notice of breach that specifies the date of termination, which shall be no less than thirty (30) calendar days from the date of delivery of such notice. The notice will direct the Project Sponsor to cease all work immediately upon receipt of the notice, except as specifically provided for in the notice. In the alternative, or as provision of the notice of termination, the Air District may allow the Project Sponsor to cure the breach; in that instance, the notice shall specify the nature of the breach and the date by which such breach must be cured (the "Cure Period"). The notice of termination will specify the amount of the TFCA Regional Funds Awarded that the Air District has paid and the amount owed, if any, by the Project Sponsor to the Air District. The Project Sponsor shall reimburse any funds owed to the Air District prior to the effective date of termination. The Air District will calculate the amount of funds owed based on each month of the Project Useful Life that the Project Sponsor operated the Project prior to the breach. For example, if the Air District determines that the Project Sponsor breached this Agreement during the seventh month of operation of the Project that has a two-year Project Useful Life, the Air District will reimburse the Project Sponsor up to the amount of the TFCA Regional Funds Awarded that represents six months of operations. If the Parties have agreed to an alternative TFCA Regional Fund Project 14R23 Page 5