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12.10 Environmental Regulations: Execution of this Joint Participation Agreement constitutes a certification by PU9}h� N 725-030-06
<br /> Agency that the project will be carried out in conformance with all applicable environmental regulations including the uc rrurlsaGC-12//114
<br /> securing of any applicable permits. The Agency will be solely responsible for any liability in the event of non-compliance Page 11 of 14
<br /> with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the
<br /> Department for any loss incurred in connection therewith.
<br /> 12.20 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder
<br /> to any party other than the Agency.
<br /> 12.30 When Rights and Remedies Not Waived: In no event shall the making by the Department of any
<br /> payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any
<br /> default which may then exist, on the part of the Agency, and the making of such payment by the Department while any
<br /> such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with
<br /> respect to such breach or default.
<br /> 12.40 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agreement is
<br /> held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then
<br /> continue to conform to the terms and requirements of applicable law.
<br /> 12.50 Bonus or Commission: By execution of the Agreement the Agency represents that it has not paid and,
<br /> also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the
<br /> financing hereunder.
<br /> 12.60 State or Territorial Law: Nothing in the Agreement shall require the Agency to observe or enforce
<br /> compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable State
<br /> law: Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify
<br /> the Department in writing in order that appropriate changes and modifications may be made by the Department and the
<br /> Agency to the end that the Agency may proceed as soon as possible with the project.
<br /> 12.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities
<br /> and equipment will be used by the Agency to provide or support public transportation for the period of the useful life of
<br /> such facilities and equipment as determined in accordance with general accounting principles and approved by the
<br /> Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the
<br /> useful life of said facilities or equipment.
<br /> 12.71 Property Records:The Agency agrees to maintain property records, conduct physical inventories and
<br /> develop control systems as required by 49 CFR Part 18, when applicable.
<br /> 12.80 Disposal of Project Facilities or Equipment: If the Agency disposes of any project facility or equipment
<br /> during its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the
<br /> Agency will comply with the terms of 49 CFR Part 18 relating to property management standards.The Agency agrees to
<br /> remit to the Department a proportional amount of the proceeds from the disposal of the facility or equipment. Said
<br /> proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment
<br /> as provided in this Agreement.
<br /> 12.90 Contractual Indemnity:To the extent provided by law, the Agency shall indemnify, defend, and hold
<br /> harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or
<br /> expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the
<br /> performance of the Agreement, except that neither the Agency, its agents,or its employees will be liable under this
<br /> paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act
<br /> by the Department or any of its officers, agents, or employees during the performance of the Agreement.
<br /> When the Department receives a notice of claim for damages that may have been caused by the Agency in the
<br /> performance of services required under this Agreement, the Department will immediately forward the claim to the
<br /> Agency. The Agency and the Department will evaluate the claim and report their findings to each other within fourteen
<br /> (14)working days and will jointly discuss options in defending the claim.After reviewing the claim, the Department will
<br /> determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency
<br /> defend the Department in such claim as described in this section. The Department's failure to promptly notify the Agency
<br /> of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Agency.
<br /> The Department and the Agency will each pay its own expenses for the evaluation, settlement negotiations, and trial, if
<br /> any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses
<br /> at trial.
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