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Contract No, ML14012
<br />24, ASSIGNMENT AND TRANSFER OF EQUIPMENT
<br />A, The rights and responsibilities granted hereby may not be assigned, sold, licensed, or otherwise
<br />transferred by CONTRACTOR without the prior written consent of SCAQMD, and any attempt by
<br />CONTRACTOR to do so shall be void upon inception,
<br />B. CONTRACTOR agrees to obtain SCAQMD's written consent to any assignment, sale, license or transfer
<br />of Equipment, if any, rior to completing the transaction. CONTRACTOR shall inform the proposed
<br />assignee, buyer, licensee or transferee (collectively referred to here as "Buyer") of the terms of this
<br />Contract. CONTRACTOR is responsible for establishing contact between SCAQMD and the Buyer and
<br />shall assist SCAQMD In facilitating the transfer of this Contract's terms and conditions to the Buyer,
<br />CONTRACTOR will not be relieved of the legal obligation to fulfill the terms and conditions of this
<br />Contract until and unless the Buyer has assumed responsibility of this Contract's terms and
<br />conditions through an executed contract with SCAQMD,
<br />25, NON - EFFECT OF WAIVER - The failure of CONTRACTOR or SCAQMD to insist upon the performance of
<br />any or all of the terms, covenants, or conditions of this Contract, or failure to exercise any rights or remedies
<br />hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms,
<br />covenants, or conditions, or of the future exercise of such rights or remedies, unless otherwise provided for
<br />herein
<br />26, TAX IMPLICATIONS FROM RECEIPT OF MSRC FUNDS - CONTRACTOR is advised to consult a tax
<br />attorney regarding potential tax implications from receipt of MSRC funds,
<br />27. ATTORNEYS' FEES - In the event any action is filed in connection with the enforcement or interpretation of
<br />this Contract, each party in said action shall pay its own attorneys' fees and costs,
<br />28, FORCE MAJEURE -Neither SCAQMD nor CONTRACTOR shall be liable or deemed to be in default for any
<br />delay or failure in performance under this Contract or interruption of services resulting, directly or indirectly,
<br />from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of
<br />suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of
<br />SCAQMD or CONTRACTOR,
<br />29, SEVERABILITY- In the event that any one or more of the provisions contained in this Contract shall for any
<br />reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not
<br />affect any other provisions of this Contract, and the Contract shall then be construed as if such
<br />unenforceable provisions are not a part hereof,
<br />30, HEADINGS - Headings on the clauses of this Contract are for convenience and reference only, and the
<br />words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation,
<br />construction, or meaning of the provisions of this Contract.
<br />31, DUPLICATE EXECUTION - This Contract is executed in duplicate. Each signed copy shall have the force
<br />and effect of an original,
<br />32. GOVERNING LAW - This Contract shall be construed and interpreted and the legal relations created thereby
<br />shall be determined in accordance with the laws of the State of California. Venue for resolution of any
<br />disputes under this Contract shall be Los Angeles County, California,
<br />20D -9
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