Agmt12 Bay Area Air Quality Management District Mid Point Caltrain Shuttle

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BAAQMD FYE 2012 TFCA Funding Agreement 3) Amendment: This Agreement may not be modified except in writing, signed by both Parties hereto, and any attempt at_ oral modification of this Agreement shall be void and of no effect. Any change in Project scope shall constitute an Amendment under this Agreement. 4) Project Liaison: Within thiRy (30) days from the Effective Date of this Agreement, the Project Sponsor shall notify the Air District of the Project Sponsor's Project Liaison and of the Liaison's address, telephone number, fas number, and email address. The Project Liaison shall be the liaison to the Air District pertaining to implementation of this Agreement and shall be the day-to- day contact about the Project. All correspondence shall be addressed to the Project Liaisoa The Project Liaison shall notify the Air District of a change of Project Liaison or of the Liaison's contact information in writing no later than thirty (30) days from the date of the change. 5) Notices: Any notice that may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, by U.S. Postal Service first class mail, or by certified mail (return receipt requested). Within thirty (30) days from the Effective Date of this Agreement, the Parties shall inform the other Party of the addressee for notice. Each Party shall promptly inform the other of any changes for notice. All correspondence shall reference the Project Number. 6) Survival of Terms: Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. Such terms include the requirements set forth in Sections II.7, II.8, II.9, II10, II.11 and II.12. 7) Termination: A. Voluntary. Either Party may terminate this Agreement by giving written notice to the other Party. The notice of termination shall specify the effective date of termination, which shall be no less than thirty (30) calendar days from the date of delivery of such notice. Notice shall be delivered as provided for in Section N.5 above. If the Project Sponsor terminates this Agreement, the Project Sponsor shall not be entitled to the full amount of the TFCA Regional Funds Awarded. The Project Sponsor may retain or receive payment for that portion of the TFCA Funds to which they aze entitled as well as all unpaid amounts due Project Sponsor that Air District has not paid, including but not limited to, those eligible costs on the Project incurred by Project Sponsor. The Air District will calculate the amount of funds to which the Project Sponsor is eligible by a) dividing the amount of the TFCA Regional Funds Awarded by the number of months of the Project Useful Life, and then, b) multiplying that amount by the number of full months of operation completed at the time the Agreement is terminated. If the Air District has paid the Project Sponsor more than the amount of funds to which the Project Sponsor is eligible, the Project Sponsor shall pay the funds owed to the Air District prior to the effective date of termination. If the Parties have agreed to an aiternative reimbursement formula, which would be set forth in d1c Spccial Couditions, Attachmcnt A, thc Air Districl will calculatc thc amount of the reimbursement based on that formula. If the Air District terminates this Agreement pursuant to this provision, the Project Sponsor shall, upon receipt of the Air District's written termination notice, cease immediately all work under this Agreement and further expenditures of TFCA funds, except for any work that the Air District has permitted in the notice of termination to conYinue. The Air District will TFCA Regional Fund Project 11R07 Page 5