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BAAQMD FYE 2013 TFCA Funding Agreement '
<br /> provision of the notice of termination, the Air District may allow the Project Sponsor to cure
<br /> the breach; in that instance, the notice shall specify the nature of the breach and the date by
<br /> which such breach must be cured (the "Cure Period"). The notice of termination will specify
<br /> the amount of the TFCA Regional Funds Awarded that the Air District has paid and the
<br /> amount owed, if any, by the Project Sponsor to the Air District. The Project Sponsor shall
<br /> reimburse any funds owed the Air District prior to the effective date of termination.
<br /> C. The Air District will calculate the amount of funds owed based on each month of the Project
<br /> Useful Life that the Project Sponsor operated the Project prior to the breach. For example, if
<br /> the Air District determines that the Project Sponsor breached this Agreement during the
<br /> seventh month of operation of the Project that has a two-year Project Useful Life, the Air
<br /> District will reimburse the Project Sponsor up to the amount of the TFCA Regional Funds
<br /> Awarded that represents six months of operations. If the Parties have agreed to an alternative
<br /> reimbursement formula, which would be set forth in the Special Conditions, Attachment A,
<br /> the Air District will calculate the amount of the reimbursement based on that formula.
<br /> 8) Additional Provisions and Additional Acts and Documents: Each Party agrees to do all such
<br /> things and take all such actions, and to make, execute and deliver such other documents that are
<br /> reasonably required to carry out the provisions, intent and purpose of this Agreement. All
<br /> attachments to this Agreement are expressly incorporated herein by this reference and made a
<br /> part hereof as though fully set forth.
<br /> 9) Indemnification: The Project Sponsor shall indemnify and hold harmless the Air District, its
<br /> employees, agents, representatives, and successors-in-interest against any and all liability, loss,
<br /> expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the
<br /> performance by the Project Sponsor of its duties under this Agreement, and shall require any
<br /> third party who owns, operates, controls or implements any portion of the Project to indemnify
<br /> and hold harmless the Air District, its employees, agents, representatives, and successors-in-
<br /> interest against any and all liability, loss, expense, including reasonable attorneys' fees, or claims
<br /> for injury or damages arising out of their performance of the Project or operation or use of any
<br /> portion of the Project. The Project Sponsor's indemnification and its obligation to have
<br /> applicable third parties indemnify the Air District shall survive expiration or termination of this
<br /> Agreement.
<br /> 10) Independent Contractor: Neither the Project Sponsor nor its officers, employees, agents, or
<br /> representatives shall be considered employees or agents of the Air District. This Section does not
<br /> apply to elected officials serving concurrently on the governing boards of both the Project
<br /> Sponsor and the Air District.
<br /> 11) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or
<br /> obligations under this Agreement to a third party without the prior written consent of the other
<br /> Party. All of the terms, provisions and conditions of this Agreement will be binding upon and
<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 ganted 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 /> failure 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 or remedies hereunder, shall not
<br /> TFCA Regional Fund Project 12R07 Page 6
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