Agmt22 Association of Bay Area Gov. (ABAG)

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Association of Bay Area Governments 19-REAP-13915 Page 5 of 9 (Rev. 5/28/2020) EXHIBIT D Regional Early Action Planning Grants (REAP) NOFA Date: October 10, 2019 Approved Date: March 30, 2020 Prep. Date: (date inserted by Contract Manager when each SA is created) with the REAP Program requirements; and 5) Other remedies available at law, by and through this agreement. All remedies available to the Department are cumulative and not exclusive. 6) The Department may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days. H. The Grantee may be subject to amendment of this section as a result of subsequent applications and awards. 5. Indemnification Neither the Department nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the Grantee, its officers, employees, agents, its contractors, its sub-recipients or its subcontractors under or in connection with any work, authority or jurisdiction conferred upon the Grantee under this Standard Agreement. It is understood and agreed that the Grantee shall fully defend, indemnify and save harmless the Department and all of the Department’s staff from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation or other theories or assertions of liability occurring by reas on of anything done or omitted to be done by the Grantee, its officers, employees, agents contractors, sub-recipients, or subcontractors under this Standard Agreement. 6. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions. 7. Relationship of Parties It is expressly understood that this Standard Agreement is an agreement executed by and between two independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party. 8. Third-Party Contracts DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575