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DocuSign Envelope ID: E22C8FEA-1CBF-4AC8-B97F-228503A7F74B
<br />BAAQMD FYE 2020 TFCA Funding Agreement
<br />The notice of breach will also notify the Project Sponsor that the Project Sponsor may not be entitled to
<br />the full amount of the TFCA Funds Awarded. The notice will specify the amount of the TFCA Funds
<br />Awarded; the amount of funds the Air District has paid to date, if any; and that some or all of the TFCA
<br />Funds Awarded may be subject to reimbursement to, or withholding by, the Air District. In no event
<br />shall the Agreement terminate prior to the Project Sponsor's reimbursement of any funds owed to the
<br />Air District.
<br />8) Additional Provisions and Additional Acts and Documents: Each Party agrees to do all such things and take
<br />all such actions, and to make, execute and deliver such other documents that are reasonably required to carry
<br />out the provisions, intent and purpose of this Agreement. All attachments to this Agreement are expressly
<br />incorporated herein by this reference and made a part hereof as though fully set forth.
<br />9) Indemnification: The Project Sponsor shall indemnify, defend, and hold harmless, and shall require any
<br />third party who operates, controls or implements any portion of the Project to indemnify, defend, and hold
<br />harmless, the Air District, 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 or damages
<br />arising out of the Project Sponsor's performance of the Project or the Project Sponsor or any third party's
<br />operation, implementation or use of any portion of the Project. The Project Sponsor's obligations, including
<br />the obligation to cooperate as described herein and the obligation to have applicable third parties indemnify
<br />the Air District shall survive expiration or termination of this Agreement.
<br />10) Independent Contractor: Neither the Project Sponsor nor its officers, employees, agents, or representatives
<br />shall be considered employees or agents of the Air District. This Section does not apply to elected officials
<br />serving concurrently on the governing boards of both the Project Sponsor and the Air District.
<br />11) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or obligations under
<br />this Agreement to a third parry without the prior written consent of the other Party. All of the terms,
<br />provisions and conditions of this Agreement will be binding upon and inure to the benefit of the Parties and
<br />their respective successors, assigns and legal representatives.
<br />12) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted
<br />by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving
<br />the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a
<br />waiver of any other breach, nor shall any waiver constitute a continuing waiver unless the writing so
<br />specifies. Further, the failure of a Party to enforce performance by the other Party of any term, covenant,
<br />or condition of this Agreement, and the failure of a Party to exercise any rights or remedies hereunder, shall
<br />not be deemed a waiver or relinquishment by that Party to enforce future performance of any such terms,
<br />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 illegal,
<br />unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining
<br />provisions, or portions of them, will not be affected.
<br />14) Force Maj eure: Neither the Air District nor the Project Sponsor shall be liable for, or deemed to be in default
<br />for, any delay or failure in performance under this Agreement or interruption of services resulting, directly
<br />or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts,
<br />labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions,
<br />inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for
<br />performance of the Project, or other causes, except financial, that are beyond the reasonable control of the
<br />Air District or the Project Sponsor, for a period of time equal to the period of such force majeure event,
<br />provided that the Party failing to perform notifies the other Party within fifteen (15) calendar days of
<br />discovery of the force majeure event, and provided further that that Party takes all reasonable action to
<br />mitigate the damages resulting from the failure to perform. Notwithstanding the above, if the cause of the
<br />force majeure event is due to a Party's own action or inaction, then such cause shall not excuse that Party
<br />from performance under this Agreement.
<br />TFCA Project 20R15 Page 5
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