Agmt08 Bay Area Air Quality Management

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BAAQMD FY2007/2008 BFP Funding Agreement Life, the Air District will allow Project Sponsor the amount of Total BFP Funds that represents six years of operation. Project Sponsor may retain or receive payment for that portion of the Total BFP Funds that is determined by first dividing the amount of the encumbered Total BFP Funds A warded by the number of years of the Project Useful Life and then multiplying that amount by the number of full years of operation completed prior to the breach. Project Sponsor shall reimburse such funds owed the Air District within thirty (30) days of the effective date of termination. The parties may agree to an alternative formula for reimbursement or payment, which shall be in the Special Conditions of the Project Specific Information, Attachment A. 3) Indemnification: Project Sponsor shall indemnify and hold harmless the Air District, its officers, employees, agents, representatives, and successors-in-interest against any and all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including reasonable attorney fees) that the Air District, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay arising from the death or injury of any person or persons, including employees of Project Sponsor; from destruction of or damage to any property or properties, caused by or connected with the performance of this Agreement and the operation of equipment or other property that is the subject of this Agreement by Project Sponsor, its employees, subcontractors, or agents; or arising out of an act or omission of Project Sponsor or its employees, subcontractors or agents in the performance of this Agreement, except to the extent such claim, suit or action arises out of the sole negligence or willful misconduct of the Air District. Project Sponsor's indemnification and obligation to have applicable third parties indemnify the Air District will survive expiration or termination of this Agreement. 4) Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal delivery service or first class mail, to the addressees set forth in Attachment A, or to such addressees which may be specified in writing by the parties. Each party shall promptly inform the other of any change of address or addressee for notice. 5) Contacts: The persons listed as Contacts in Attachment A shall be the liaisons between the Air District and Project Sponsor for the day-to-day activities of the Project and for receipt of all notices. All reports and correspondence are to be addressed to the specified Contacts. Each party shall promptly inform the other of any change of address or addressee for Contact.. 6) Project Number: All correspondence shall reference the "Project Number" specified in Attachment A. 7) Integration: This Agreement represents the final, complete, and exclusive statement of the agreement between the parties related to Project Sponsor implementing the Project and supersedes all prior and contemporaneous understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying upon, any representation or warranty outside those expressly set forth herein. 8) Amendment: This Agreement may not be modified except in writing, signed by both parties hereto. Any attempt at oral modification of this Agreement shall be void and of no effect. Amendments to this Agreement shall be executed in writing by the signators to this Agreement. Any change in project scope is an amendment. BFP Project 07BFPl2 Page 5