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remedied, then ODOT and the LPA shall proceed in accordance with sections 12.2 through 12.4 of
<br />this Agreement.
<br />12.2 If notified by ODOT in writing that it is in violation of any of the terms, conditions, or provisions of
<br />this Agreement, and a default has occurred, the LPA shag have thirty (30) days from the date of
<br />such notification to remedy the default or, if the remedy will take in excess of thirty (30) days to
<br />complete, the LPA shall have thirty (30) days to satisfactorily commence a remedy of the causes
<br />preventing its compliance and curing the default situation. Expiration of the thirty (30) days and
<br />failure by the LPA to remedy, or to satisfactorily commence the remedy of, the default whether
<br />payment of funds has been fully or partially made, shall result in ODOT, at its discretion, declining
<br />to make any further payments to the LPA, or in the termination of this Agreement by ODOT. If this
<br />Agreement is terminated, the LPA may be liable to repay to ODOT all of the Federal funds
<br />disbursed to it under this Agreement.
<br />12.3 The LPA, upon receiving a notice of termination from ODOT for default, shall cease work on the
<br />terminated activities covered under this Agreement. If so requested by ODOT, the LPA shall assign
<br />to ODOT all its rights, title, and interest to any contracts it has with any consultants or contractors.
<br />Otherwise, the LPA shall terminate as contracts and other agreements it has entered into relating
<br />to such covered activities, take all necessary and appropriate steps to Omit disbursements and
<br />minimize any remaining costs. At the request of ODOT, the LPA may be required to furnish a report
<br />describing the status of PROJECT activities as of the date of its receipt of notice of termination,
<br />including results accomplished and other matters as ODOT may require.
<br />12.4 No remedy herein conferred upon or reserved by ODOT is intended to be exclusive of any other
<br />avallable remedy, but each and every such remedy shag be cumulative and shall be in addition to
<br />every other remedy given under this Agreement or now or hereafter existing at law or in equity. No
<br />delay or omission to exercise any right or option accruing to ODOT upon any default by the LPA
<br />shall impair any such right or option or shall be construed to be a waiver thereof, but any such right
<br />or option may be exercised from time to time and as often as may be deemed expedient by ODOT.
<br />12.5 This Agreement and obligation of the parties herein may be terminated by either party with thirty
<br />days written notice to the other party. In the event of termination, the LPA shag cease work,
<br />terminate all subcontracts relating to such terminated activities, take all necessary or appropriate
<br />steps to limit disbursements and minimize costs, and fumish all data results, reports, and other
<br />materials describing all work under this contract, including without limitation, results accomplished,
<br />conclusions resulting therefrom, and such other matters as ODOT may require.
<br />12.6 In the event of termination for convenience, the LPA shall be entitled to compensation, upon
<br />submission of a proper invoice, for the work performed prior to receipt of notice of termination, less
<br />any funds previously paid by or on behalf of ODOT. ODOT shall not be liable for any further claims,
<br />and the claims submitted by the LPA shall not exceed the total amount of consideration stated in
<br />this Agreement. In the event of termination, any payments made by ODOT in which services have
<br />not been rendered by the LPA shall be returned to ODOT.
<br />13. THIRD PARTIES AND RESPONSIBILITIES FOR CLAIMS
<br />13.1 Nothing in this Agreement shall be construed as conferring any legal rights, privileges, or
<br />immunities, or imposing any legal duties or obligations, on any person or persons other than the
<br />parties named in this Agreement, whether such rights, privileges, immunities, duties, or obligations
<br />be regarded as contractual, equitable, or beneficial in nature as to such other person or persons.
<br />Nothing in this Agreement shag be construed as creating any legal relations between the Director
<br />and any person performing services or supplying any equipment, materials, goods, or supplies for
<br />the PROJECT sufficient to impose upon the Director any of the obligations specified in section
<br />126.30 of the ORC.
<br />Page 12 of 19
<br />Revision Date 3/14/022
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