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Alameda CTC Agreement No. A16-0079 <br />Project No. 1468.020 <br /> <br />Page 14 of 16 <br />operation or use of the equipment that is subject to this AGREEMENT. If TFCA funds are obligated by this <br />AGREEMENT, PROJECT SPONSOR shall also fully defend, protect, indemnify and hold harmless BAAQMD, <br />its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, from <br />any liability imposed on BAAQMD for injury (as defined in Government Code Section 810.8) occurring by <br />reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT. <br /> <br />23. Neither PROJECT SPONSOR, nor its governing body or any officer, consultant, or employee <br />thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be <br />done by ALAMEDA CTC under or in connection with any work, authority or jurisdiction delegated to <br />ALAMEDA CTC under this AGREEMENT. It is also understood and agreed, pursuant to Government Code <br />Section 895.4, ALAMEDA CTC shall fully defend, protect, indemnify and hold harmless PROJECT SPONSOR, <br />its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, against <br />any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in <br />Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by <br />ALAMEDA CTC in connection with PROJECT, including the performance of the PROJECT or operation or use <br />of the equipment that is subject to this AGREEMENT. <br /> <br />24. Nothing in the provisions of this AGREEMENT is intended to create duties or obligations to <br />or rights in third parties not party to this AGREEMENT. This AGREEMENT gives no rights or benefits to <br />anyone other than ALAMEDA CTC and PROJECT SPONSOR and has no third-party beneficiaries. <br /> <br />25. All legal actions by either party against the other arising from this AGREEMENT, or for the <br />failure to perform in accordance with the applicable standard of care, or for any other cause of action, will be <br />subject to the statutes of limitations of the State of California. <br /> <br />26. Should it become necessary to enforce the terms of this AGREEMENT, the prevailing party <br />shall be entitled to recover reasonable expenses and attorney’s fees from the other party. <br /> <br />27. This AGREEMENT may not be assigned, transferred, hypothecated or pledged by any party <br />without the express written consent of the other party, except as set forth in this AGREEMENT. This <br />AGREEMENT shall be binding upon any successors or assigns of the parties hereto. <br /> <br />28. This AGREEMENT shall terminate upon completion and acceptance of PROJECT, or phase of <br />the PROJECT included in this AGREEMENT or on October 31, 2018 whichever is earlier in time, unless this <br />AGREEMENT is extended by mutual agreement of the parties. Notwithstanding the foregoing, Sections III.22 <br />and Section III.23 shall survive the termination or expiration of this AGREEMENT. <br /> <br />29. This AGREEMENT, including its Recitals and Appendices, constitutes the entire <br />AGREEMENT. This AGREEMENT may be changed only as allowed in Sections III.1 and Section III.2 of this <br />AGREEMENT or by a written amendment executed by both parties. <br /> <br /> <br /> <br />[Signatures on the next page] <br />