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GRANT NUMBER 8GA21442 <br /> City of San Leandro <br />Tree Resilient San Leandro <br /> <br />9 <br /> <br />information on GRANTEE’s existing requirements. Approval of the waiver <br />is at STATE’s discretion. <br /> <br />9. Project Termination <br />a. This Agreement may be terminated by the STATE or GRANTEE upon 30- <br />days written notice to the other party. <br />b. If either party terminates the Agreement prior to the completion of the <br />Project, GRANTEE shall take all reasonable measures to prevent further <br />costs to the STATE under the Agreement and the STATE shall be <br />responsible for any reasonable and non-cancelable obligations incurred by <br />GRANTEE in the performance of this Agreement prior to the date of the <br />notice to terminate, but only up to the undisbursed balance of funding <br />authorized in this Agreement. <br />c. Failure by GRANTEE to comply with the terms of this Agreement may be <br />cause for suspension of all obligations of the STATE hereunder at the <br />discretion of the STATE. <br />d. Failure of GRANTEE to comply with the terms of this Agreement shall not <br />be cause for the suspension of all obligations of the STATE hereunder if in <br />the judgment of the STATE such failure was due to no fault of GRANTEE. <br />At the discretion of the STATE, any amount required to settle at minimum <br />cost any irrevocable obligations properly incurred shall be eligible for <br />reimbursement under this Agreement. <br />e. Final payment to GRANTEE may not be made until the STATE <br />determines the Project conforms substantially to this Agreement. <br />10. Hold Harmless <br />a. GRANTEE shall defend, indemnify and hold the STATE, its officers, <br />employees, and agents harmless from and against any and all liability, <br />loss, expense (including reasonable attorney's fees), or claims for injury or <br />damages arising out of the performance of this Agreement but only in <br />proportion to and to the extent such liability, loss, expense, attorney's fees, <br />or claims for injury or damages are caused by or result from the negligent <br />or intentional acts or omissions of GRANTEE, its officers, agents, or <br />employees. The duty of GRANTEE to indemnify and hold harmless <br />includes the duty to defend as set forth in Civil Code Section 2778. This <br />Agreement supersedes GRANTEE’s right as a public entity to indemnity <br />(see Government Code Section 895.2) and contribution (see Government <br />Code Section 895.6) as set forth in Government Code Section 895.4.