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Agencyl~DDT <br />Agreement No. 24659 <br />12. State may terminate this Agreement effective upon delivery of written notice to <br />Agency, or at such later date as may be established by State, under any of the <br />following conditions: <br />a. if Agency fails to provide services called for by this Agreement within the <br />time specified herein or any extension thereof. <br />b. If Agency fails to perform any ofi the other provisions of this Agreement, or <br />so fails to pursue the work as to endanger performance of this Agreement <br />in accordance with its terms, and after receipt of written notice from State <br />fails to correct such failures within ten ~~0} days or such longer period as <br />State may authorize. <br />c. If Agency fails to provide payment of its share of the cost of the Project. <br />d. If State fails to receive funding, appropriations, limitations or other <br />expenditure authority sufficient to allow State, in the exercise of its <br />reasonable administrative discretion, to continue to make payments for <br />performance ofthis Agreement. <br />e. If federal or state laws, regulations or guidelines are modified or <br />interpreted in such a way that either the work under this Agreement is <br />prohibited or if State is prohibited from paying for such work from the <br />planned funding source. <br />~3.Ifi Agency fails to meet the requirements ofi this Agreement or the underlying federal <br />regulations, State may withhold the Agency's proportional share of Highway Fund <br />distribution necessary to reimburse State for costs incurred by such Agency breach. <br />~ 4. Any termination of this Agreement shall not prejudice any rights or obligations accrued <br />to the parties priorto termination. <br />~ 5, Agency, as a recipient of federal funds, pursuant to this Agreement with the State, <br />shall assume sole liability for Agency's breach of any federal statutes, rules, program <br />requirements and grant provisions applicable to the federal funds, and shall, upon <br />Agency's breach of any such conditions that requires the State to return funds to the <br />FFIUVA, hold harmless and indemnify the State for an amount equal to the funds <br />received under this Agreement; or if legal limitations apply to the indemnification <br />ability of Agency, the indemnification amount shall be the maximum amount ofi funds <br />available for expenditure, including any available contingency funds or other available <br />non-appropriated funds, up to the amount received underthis Agreement. <br />16. This Agreement and the attached exhibits constitutes the entire agreement between <br />the parties on the subject matter hereof. There are no understandings, agreements, <br />or representations, oral or written, not specified herein regarding this Agreement. No <br />waiver, consent, modification or change ofi terms of this Agreement shall bind either <br />Key # 15461 3 <br />