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BAAQMD FYE 2017 TFCA Funding Agreement <br />TFCA Project 17R21 Page 4 <br />4) Project Liaison: Within thirty (30) calendar days from the Effective Date of this Agreement, the Project <br />Sponsor shall notify the Air District of the Project Sponsor’s Project Liaison and of the Liaison’s address, <br />telephone number, and email address. The Project Liaison shall be the liaison to the Air District pertaining <br />to implementation of this Agreement and shall be the day-to-day contact about the Project. All <br />correspondence shall be addressed to the Project Liaison. The Project Liaison shall notify the Air District <br />of a change of Project Liaison or of the Liaison’s contact information in writing no later than thirty (30) <br />calendar days from the date of the change. <br />5) Notices: Any notice that may be required under this Agreement shall be in writing, shall be effective when <br />received, and shall be given by personal service, by U.S. Postal Service first class mail, or by certified mail <br />(return receipt requested). Within thirty (30) calendar days of the Effective Date of this Agreement, the <br />Parties shall inform the other Party of the addressee for notice. Each Party shall promptly inform the other <br />of any changes for notice. All correspondence shall reference the Project Number. <br />6) Project Due Dates: If any Project act or task must be performed by a specific deadline or date, which day <br />falls on a Saturday or holiday (which includes Sunday), that act or task may be performed by the next <br />business day, except where otherwise noted in Special Conditions, Attachment A. <br />7) Breach and Termination: <br />A. Voluntary. Either Party may terminate this Agreement by giving written notice to the other Party. The <br />notice of termination shall specify the effective date of termination. The terminating party shall provide <br />notice that is a minimum of forty-five (45) calendar days from the mailing date of the notice. However, <br />if any payments are due to either party, this Agreement may not be terminated earlier than the date that <br />all parties have received all payments they are due under this Agreement. In this circumstance, each <br />party shall notify the other party of having received all payments due and the date of receipt. The <br />notice of the termination shall be delivered as provided for in Section IV.5. <br />If the Project Sponsor terminates this Agreement, the Project Sponsor shall not be entitled to the full <br />amount of the TFCA Funds Awarded. The Air District will calculate the amount of funds to which <br />the Project Sponsor is entitled based on the Air District’s determination of what funds are Eligible <br />Costs and the formula set forth in Attachment B, Section 3. If the Air District has paid the Project <br />Sponsor more than the amount of funds to which the Project Sponsor is entitled, the Project Sponsor <br />shall reimburse any funds owed to the Air District prior to the effective date of termination, which may <br />include all or a portion of the TFCA funds that Project Sponsor has already received but is not entitled <br />to retain. <br />If the Air District terminates this Agreement pursuant to this provision, any costs incurred on the <br />Project following the effective date of termination shall be ineligible for reimbursement of TFCA <br />funds, except costs for any work that the Air District has specified in the notice of termination that the <br />Project Sponsor may continue to perform for the specified period of time. The Air District will <br />reimburse Project Sponsor for all Eligible Costs that were expended prior to the date specified in the <br />notice of termination based on the formula set forth in Attachment B. <br />The Agreement cannot be terminated unless all payments have been fully made. <br />B. Breach. In the case of Project Sponsor’s breach of this Agreement, the Air District will deliver a <br />written notice of breach. The notice will specify the nature of the breach and will direct the Project <br />Sponsor to cease all work immediately upon receipt of the notice, except as specifically provided for <br />in the notice. At its discretion, the Air District may allow the Project Sponsor to cure the breach; in <br />that instance, the notice of breach will specify the date by which such breach must be cured (“Cure <br />Period”). As one of its remedies, the Air District may terminate this Agreement. In that event, the <br />notice of beach will specify the date of termination, which shall be no less than thirty (30) calendar <br />days from the date of mailing of such notice of breach. <br />The notice of breach will also notify the Project Sponsor that the Project Sponsor may not be entitled <br />to the full amount of the TFCA Funds Awarded. The notice will specify the amount of the TFCA <br />Funds Awarded; the amount of funds the Air District has paid to date, if any; and that some or all of <br />1546