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ACTIA Bicycle/Pedestrian Countywide Discretionary Fund Program ACTIA No. A07-0012 DRAFT Cycle 3 Grant Funding Agreement subcontractors or agents related to or arising out of the Project, except to the extent such claim, suit or action arises out of the sole negligence or willful misconduct of ACTIA. This indemnification will survive expiration or termination of this Agreement. ACTIA shall indemnify and hold harmless Project Sponsor, its officers, employees, agents, and successors-in-interest against any and all claims, suits ar actions arising out of a negligent act or omission by ACTIA in the performance of its duties under this Agreement. 4) Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal delivery service or first class mail, to the addressees set forth in Attachment D, or to such addressees which may be specified in writing by the parties. 5) Contacts: The persons listed as Contacts in Attachment D will be the first point of contact and act as the liaisons between ACTIA and Project Sponsor with regards to the day-to-day activities of the Project. All reports and correspondence axe to be addressed to the specified Contacts. 6) Project Number: All correspondence shall reference the "ACTIA Project Number" specified in Attachment A. 7) Integration: This Agreement represents the entire agreement of the parties with respect to the subject matter described in this Agreement, and no representation, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein. 8) Amendment: Except as otherwise provided in this paragraph, this Agreement may not be changed, modified, or rescinded except by a writing signed by the parties hereto. Any attempt to modify this Agreement orally will be void and of no effect. The ACTIA and Project Sponsor Contacts as specified in Attachment D may jointly authorize, in writing, any minor schedule revisions, any task description, task deliverable and task budget revisions that do not increase the "Total ACTIA Funds Awarded to Project" amount shown in Attachment A, or changes to the Project scope of work. Any change in Project scope of work must be approved by ACTIA prior to implementation of the change by the Project Sponsor. 9) Independent Contractor: Project Sponsor and any party contracting with it renders its service under this Agreement as an independent contractor. None of the Project Sponsor's agents, subcontractors or employees shall be construed as agents or employees of ACTIA. The legal relationship of any person performing services for the Project Sponsor will be solely between that person and the Project Sponsor. This paragraph does not apply to elected officials serving concurrently on the governing boards of both the Project Sponsor and ACTIA. 10) Assignment: This Agreement may not be assigned, transferred, ox subcontracted by any party without the express written consent of the other party. 11) Severability: Should any part of this Agreement be declared unlawful, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the invalid portion(s), reasonably be interpreted to give effect to the intentions of the parties. BikePed-Cycle3-A070012-Pleasanton-MasterPlan.doc Page 6 of 18