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BAAQMD FYE 2014 TFCA Funding Agreement
<br /> reimbursement formula, which would be set forth in the Special Conditions, Attachment A,
<br /> the Air District will calculate the amount of the reimbursement based on that formula.
<br /> C. Reserved.
<br /> 8) Additional Provisions and Additional Acts and Documents: Each Party agrees to do all such
<br /> things and take all such actions, and to make, execute and deliver such other documents that are
<br /> reasonably required to carry out the provisions, intent and purpose of this Agreement. All
<br /> attachments to this Agreement are expressly incorporated herein by this reference and made a
<br /> part hereof as though fully set forth.
<br /> 9) Indemnification: The Project Sponsor shall indemnify and hold harmless the Air District, its
<br /> employees, agents, representatives, and successors-in-interest against any and all liability, loss,
<br /> expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the
<br /> performance by the Project Sponsor of its duties under this Agreement, and shall require any
<br /> third party who owns, operates, controls or implements any portion of the Project to indemnify
<br /> and hold harmless the Air District, its employees, agents, representatives, and successors-in-
<br /> interest against any and all liability, loss, expense, including reasonable attorneys' fees, or claims
<br /> for injury or damages arising out of their performance of the Project or operation or use of any
<br /> portion of the Project. The Project Sponsor's indemnification and its obligation to have
<br /> applicable third parties indemnify the Air District shall survive expiration or termination of this
<br /> Agreement.
<br /> 10) Independent Contractor: Neither the Project Sponsor nor its officers, employees, agents, or
<br /> representatives shall be considered employees or agents of the Air District. This Section does not
<br /> apply to elected officials serving concurrently on the governing boards of both the Project
<br /> Sponsor and the Air District.
<br /> 11) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or
<br /> obligations under this Agreement to a third party without the prior written consent of the other
<br /> Party. All of the terms, provisions and conditions of this Agreement will be binding upon and
<br /> inure to the benefit of the Parties and their respective successors, assigns and legal
<br /> representatives.
<br /> 12) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained
<br /> in or granted by the provisions of this Agreement shall be effective unless it is in writing and
<br /> signed by the Party waiving the breach, failure, right or remedy. No waiver of any breach,
<br /> failure, right or remedy shall be deemed a waiver of any other breach, whether or not similar, nor
<br /> shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the
<br /> failure of a Party to enforce performance by the other Party of any term, covenant, or condition of
<br /> this Agreement, and the failure of a Party to exercise any rights or remedies hereunder, shall not
<br /> be deemed a waiver or relinquishment by that Party to enforce future performance of any such
<br /> terms, covenants, or conditions, or to exercise any future rights or remedies.
<br /> 13) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be
<br /> illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability
<br /> of the remaining provisions, or portions of them, will not be affected.
<br /> 14) Force Majeure: Neither the Air District nor the Project Sponsor shall be liable for, or deemed to
<br /> be in default for, any delay or failure in performance under this Agreement or interruption of
<br /> services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action,
<br /> civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders,
<br /> governmental controls, regulations or restrictions, inability to obtain labor or materials or
<br /> reasonable substitutes for labor or materials necessary for performance of the Project, or other
<br /> TFCA Regional Fund Project 14R23 Page 6
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