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- 6.1.C. - Page 10
<br /> B�.. �.��,.., � � u�., �� TFCA Funding Agreement
<br /> inure to the benefit of the Parties and their respective successors, assigns and legal
<br /> representatives.
<br /> 12} Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained
<br /> in or granted by th� provisions of this Agreement shall be effective unless it is in writing and
<br /> signed by the Parfy waiving the breach, failure, right or remedy. Na waiver af any breach,
<br /> failure, right or remedy shall be deemed a wai�er of any other bxeach, whether o�• not similar, nor
<br /> shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the
<br /> failure of a Pai�ty to enforce performance by the other Pairty of any term, covenant, or candition af
<br /> this Agreement, and the failure of a Party ta exercise any rights or remedies het•eunder, shall not
<br /> be deemed a waiver or relinquishment by that Party to enforce future performance of any such
<br /> terms, covenants, Qr conditions, a�• to exercise any fuhire rights a�• remedies.
<br /> 13) Severability: If a court af compe#ent jurisdiction holds any provision of this Agreement to be
<br /> fllegal, �nenforceabl� or invalid in whole or in part far any reason, the validity and enforceability
<br /> af the remaining provisions, ar portions of them, will nat be affected.
<br /> 14} Force Majeure: Neither the Air District nor t�e Project Sponsor shall be liable for, or deerned to
<br /> be in default for, any delay or failure in performance under this Agreement or interruption of
<br /> services resulting, directly ar indirectly, from acts of God, enemy or hostile governmental actian,
<br /> civil commotion, strikes, lockouts, labor disputes, fire ax other casualty, judicial ordexs,
<br /> governmental controls, regulations or restrictions, inability to obtain labor or materials or
<br /> reasonable substitutes for labor or materials necessary for performarice of the Project, or other
<br /> causes, except financial, that are beyond the reasonable control of the Air District or the Project
<br /> Sponsor, for a period of time equal to the period of such force majeure event, provided �hat the
<br /> Party failin.g to perfoz�nn. notifies the other Party within fifteen (� 5) calendax days of disca�ery of
<br /> the force majeure event, and provided further that that Party takes all reasonable action to
<br /> mitigate the damages resulting from the fail�re to perform. Natwithstanding the above, if the
<br /> cause of tl�e force majeure event is due ta a Party's own action or inaction, then such cause shall
<br /> not excuse that Party from performance under this Agreement.
<br /> 15) Governing Law: Any dispute that arises under or relates to this Agreement shali l�e governed by
<br /> California law, excluding any laws that direct the application of anothe�• ju�•isdiction's laws.
<br /> Venue for resolution of any dispute that arises under or relates to this Agreement, including
<br /> mediation, shall be San Francisca, Califo�•nia.
<br /> 16) Public Entities - Conflict of Ir�terest: The Project Sponsor warrants and represents that its public
<br /> officials, including its officers and employees in their affieial capacity, presently have no interest
<br /> and agrees thaf its public officials, including its afficers and employees in their official capacity,
<br /> will nat acquire any interest which would represent a conflict of interest under Califoz�nia
<br /> Government Cade sections 1090 et seq. and 87100 et seq. d�ring the �erformance of this
<br /> Agreement.
<br /> 17) I�ltegratio��: T}ais Ag��eez��ent, ii�cl�ding all attacilments hereto, represenis tl�e final, coinplete,
<br /> and exclusive statement of the agreemenC between the Air District and the Project Sponsor
<br /> related to the Parties' rights and obligations and subject matter described in this Agreerr�en�, and
<br /> supersedes all prior and other contemporaneo�s L�nderstandit�gs and agreements of the parties. Na
<br /> Party has been induced to enter into this Agreement by, nar is any Pa��ty relying upon, any
<br /> representation or waz•ranty outside thase expressly set fo�-th herein
<br /> TFCA Re ional F�nd Pro'ect 11R07 ATTY/AGR/2011.138/BAAQMD P � e 7
<br /> g J REV:12/15/11 �
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