TRANSP FUND FOR CLEAN AIR - FY 2012/13

Page 4 FY 2012/13 TFCA Agreement Project No 12ALA02 City of Pleasanton Section 8. INSURANCE Sponsor shall obtain and maintain throughout the term of this Agreement the insurance coverage specified by BAAQMD for each "Project Sponsor" in Appendix D ("Insurance Guidelines") attached hereto and by this reference incorporated herein. Further, Sponsor shall comply with all insurance requirements set forth in Appendix D, including the provision of adequate documentation of said insurance coverage to Alameda CTC prior to or concurrent with delivery of the fully-executed Agreement to Alameda CTC. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements shall be deemed a breach of this Agreement. Notwithstanding the foregoing, with the prior written approval of the BAAQMD, Sponsor may obtain a waiver or modification of these insurance requirements. Section 9. AMENDMENTS 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. This Agreement is subject to any new requirements imposed by the BAAQMD upon the Alameda CTC with respect to the TFCA funds distributed hereunder. Section 10. WAIVER No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in waiting and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a party to enforce performance by the other party of any term, covenant, or condition of this Agreement, and the failure of a party to exercise any rights or remedies hereunder, shall be deemed a waiver or relinquishment by that party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies. Section 11. TERM The term of this Agreement shall be from the date of this Agreement until the later of (i) Sponsor's receipt of full reimbursement for all eligible expenditures, subject to Section 3 above, and (ii) Sponsor's submittal of all required post-project monitoring reports in the form required hereunder. This Agreement shall also terminate at the end of any fiscal year during which Alameda CTC loses its designation as Program Manager for Alameda County, except as provided in Section 12. Section 12. ASSIGNMENT OR TRANSFER This AGREEMENT may not be assigned, transferred, hypothecated or pledged by any party without the express written consent of the other party, except as set forth in this AGREEMENT. This AGREEMENT shall be binding upon any successors or assigns of the par ties hereto.