AgdaPkt 2012-01-09 - Laserfiche WebLink

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.. FYE 2012 Funding Agreezx�e�t .. .... ..... ...... .. . . ... ....... . . . ..... ... .... . ........ ........ ... . ......... . 6.1. C. - Page 9 reimburse Project Sponsor for all eiigible costs on the Project expended p�•ior to the e��ective date of the termination. - B. Breac�h. The Air District may terminate this Agreem�nt For br�ach of any ferm af this Agreement. The Air District will deliver a written notice of breach that specifies the dat� of te:�mination, which shall be no less than thirty (30) calendar days from the date o� delivery of suc� notice. The notice will direct the P�oject Sponsor to cease all woxk iznznediately upon xeceipt of the notice, except as specifically provided for in the notice. In the alternative, or as provision of the notice of termination, the Air District rt�ay allow the Project Sponsor to cure the breach; in that instance, the notice shall specify the nature of the breach and the date by which such braach tnust be cured (the "Cure Period). The notice of termination will specify the atnount of �Iie TFCA Regional F�nds Award�d that the Air District has paid and the amount pwed, if any, by tlie Project Sponsar to the Air Districf. The'Project.Sponsor shall rei�xaburse any fi�n�ds owed the Az�• Dis�ict p��ior to the effective date o�terrnzna�zon. C. The Air District will calculate the amount of fi�nds owed based on each month of the Project Usefitl Lif� that Praject Sponsor operated the Project prior to the breach. For example, if the Air Distxict deterznines that the Project Spans�x breached. t�iis Agreement during the seventh �onth a� operation of the Project that has a two-year �'xoject Use�ul Li�e, the Air Dist��ict will reimburse the Project Sponsor up to the amo�nt of �he TFCA Regional Fiands Awarded that represents six months of operations. If the Parties have agreed to an alternative reimburseinent formula, which would be set forth in the Special Canditions, Attachmer�t A, � the Air District will calculate th� a�no�rnt of th� reimburse�nent bas�d on that forn�ula. Rese�ved. S) Additional Provisions and Additional Act� and Documents: Each ParCy agrees to do all such things and take all such actions, a�d to rnake, execute and deIiver such other documents that are raasonably required to carry ouf �ie pro�visions, intent and p�.trpose o�' this Agreernent. All attachments to this Agreernent are expx�essly inca�pa�•ated he�•ein by t1�is refe�rence and made a paz�t hereof as though f�lly set forth. 9} Indemni�cation: The Project S�onsor shall indemnify and hold �a��rnless the Air Dist�•ict, ifs employees, agenfs, representativ�s, and suecessors-in-interest against any and all liability, loss, e�cpense, including reasonable attorneys' fees, oz clai�ns �or injury or damages arising aut of fhe per�o��nance by the Project Sponsor of its duties ux�der this Agreexz�ent, az�.d sha11 requi�e any third party who owns, operates, contro�s or implements any portion of the Project to indeamni�y and hold hartnless the Air Dist�ict, its empiayees, agents, representatives, and successors-in� interest against any and all liability, loss, expense, including reasonable attorr�eys' fees, or claims for injizry ar damages arisi�ig aut of �heir per�ormance of tke Project or op�i•ation or use of any portion a� the Pxoject. The Project Sponsor's indemnifica�ion and its obligatian ta have applicable third partie� indemnify the Azr Distxzct shall survive e�pi�•ation or terr�ainatzon of tl�is Agreement. � � 10) Independent Contractor: Neitller the Project Sponsor nor its officers, employees, agents, or repres�ntatives shall be considered employees or agents of tha Air District. This ��ction does not apply ta elected officials serving concurrently on t�ie govei�ing board� of both th� Project Sponso�• ar�d fi.�e Air Distzict. 1 i} Assignrtae�t: Neither Party shall assign, se11, license, or otherwise transfer any rights or obligations under this Agr�ement to a thirc�. pa��ty without the prior written consen� of the other Parry. All of the terms, provisions and conditians of fhis Agr�ernent will b� bindi�g upon and TFCA Regional Fund Proj�ct 11R07 ATTY/AGR/2011.138/BAAQMD Pag� 6 REV:12/15/11