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<br />BAAQMD FY2007/2008 BFP Funding Agreement
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<br />9) Independent Contractor: None of the Project Sponsor's agents, subcontractors or employees
<br />shall be construed as agents or employees of the Air District.
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<br />10) Assignment: Neither party shall assign, sell, license, nor otherwise transfer any rights or
<br />obligations under this Agreement to a third party without the prior written consent of the other
<br />party, and any attempt to do so shall be void upon inception. In the event of such assignment,
<br />sale, license or transfer by Project Sponsor to a successor entity, all obligations and duties set
<br />forth in this Agreement pertaining equipment and other property funded by BFP funds under
<br />this Agreement shall become the obligations and duties of the successor entity.
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<br />11) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained
<br />in or granted by the provisions of this Agreement shall be effective unless it is in writing and
<br />signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach,
<br />failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar,
<br />nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the
<br />failure of a party to enforce performance by the other party of any term, covenant, or condition
<br />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
<br />such terms, covenants, or conditions, or to exercise any future rights or remedies.
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<br />12) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be
<br />illegal, unenforceable or invalid in whole or in part for any reason, the validity and
<br />enforceability of the remaining provisions, or portions of them will not be affected.
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<br />13) Effective Date: The effective date of this Agreement is the date the Air District Executive
<br />Officer/ APCO executes this Agreement.
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<br />14) General Compliance with Laws: The performance of this Agreement and the expenditure of
<br />BFP funds received under this Agreement will be in accordance with all applicable provisions
<br />of federal, state, and local law.
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<br />15) Liquidated Damages: It is agreed by the parties that a violation of Section 11.7 will result in
<br />damage to the Air District that is or will be impracticable to determine. It is therefore agreed
<br />that Project Sponsor will be liable for up to five percent (5%) of the "Total BFP Funds
<br />A warded" for the Project as liquidated damages if Project Sponsor does not cure a noticed
<br />violation of Section 11.7 within thirty (30) days of such written notice from the Air District. The
<br />Air District may deduct such liquidated damage amounts from any amounts owed to Project
<br />Sponsor or may require payment of such liquidated damage amounts by Project Sponsor.
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<br />16) Force Majeure: Neither Air District nor Project Sponsor shall be liable for or deemed to be in
<br />default for any delay or failure in performance under this Contract or interruption of services
<br />resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil
<br />commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders,
<br />governmental controls, regulations or restrictions, inability to obtain labor or materials or
<br />reasonable substitutes for labor or materials necessary for performance of the services, or other
<br />causes, except financial, that are beyond the reasonable control of Air District or Project
<br />Sponsor, for a period of time equal to the period of such force majeure event, provided that the
<br />party failing to perform notifies the other party within fifteen calendar days of discovery of the
<br />force majeure event, and provided further that that party takes all reasonable action to mitigate
<br />the damages resulting from the failure to perform. Notwithstanding the above, if the cause of
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<br />BFP Project 07BFP12
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