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BAAQMD FYE 2012 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 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, nor
<br /> shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the
<br /> failare of a Party to enforce performance by the other Party of any term, covenant, or condition of
<br /> this Agreement, and the failure of a Party to exercise any rights ar remedies hereunder, shall not
<br /> be deemed a waiver or relinquishment by that Party to enforce future performance of any such
<br /> terms, wvenants, or conditions, or to exercise any future rights or remedies.
<br /> 13) 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 enforceability
<br /> of the remaining provisions, or portions of them, will not be affected.
<br /> 14) Force Majeure: Neither the Air District nor the Project Sponsor shall be liable for, or deemed to
<br /> be in default for, any delay or failure in performance under this Agreement or interruption of
<br /> services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action,
<br /> civil 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 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 eyent,�provided that the
<br /> Party failing to perform notifies the other Party within fifteen (15) calendar days of discovery of
<br /> the force majeure event, and provided further that that Party takes all reasonable action to
<br /> mitigate the damages resutting from the failure to perform. Notwithstanding the above, if the
<br /> cause of the force majeure event is due to 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 shall be governed by
<br /> California law, excluding any laws that direct the application of another jurisdiction's laws.
<br /> Venue for resolution of any dispute that arises under ar relates to this Agreement, including
<br /> mediation, shall be San Francisco, California.
<br /> 16) Public Entities - Conflict of Interest The Project Sponsor warrants and represents that its public
<br /> officials, including its officers and employees in their official capacity, presently have no interest
<br /> and agrees that its public officials, including its officers and employees in their official capacity,
<br /> will not acquire any interest which would represent a conflict of interest under California
<br /> Government Code sections 1090 et seq. and 87100 et seq. during the performance of this
<br /> Agreement.
<br /> 17) Integiation: This Agreement, including all attacllments hereto, represents the final, completc,
<br /> and exclusive statement of the agreement between the Air District and the Project Sponsor
<br /> related to the Parties' rights and obligations and subject matter described in this Agreement, and
<br /> supersedes all prior and other contemporaneous understandings and agreements of the parties. No
<br /> Party has been induced to enter into this Agreement by, nor is any Party relying upon, any
<br /> representation or warranty outside those expressly set forth herein
<br /> TFCn Regional Fund Project 11R07 Page 7
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