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<br />12.2 Neglect or failure of the LPA to comply with any of the terms, conditions, or provisions of this
<br />Agreement, including misrepresentation of fact, may be an event of default, unless such failure or
<br />misrepresentation are the result of natural disasters, strikes, lockouts, acts of public enemies,
<br />insurrections, riots, epidemics, civil disturbances, explosions, orders of any kind of governments
<br />of the United States or State of Ohio or any of their departments or political subdivisions, or any
<br />other cause not reasonably within the LPA's control. The LPA, however, shall remedy as soon as
<br />possible each cause preventing its compliance with this Agreement.
<br />12.3 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 shall 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.
<br />12.4 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 all contracts and other agreements it has entered into relating to
<br />such covered activities, take all necessary and appropriate steps to limit disbursements and
<br />minimize any remaining costs. At the request of ODOT, the LPA may be required to furnish a
<br />report describing the status of PROJECT activities as of the date of its receipt of notice of
<br />termination, including results accomplished and other matters as ODOT may require.
<br />12.5 No remedy herein conferred upon or reserved by ODOT is intended to be exclusive of any other
<br />available remedy, but each and every such remedy shall 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.
<br />No delay or omission to exercise any right or option accruing to ODOT upon any default by the
<br />LPA shall impair any such right or option or shall be construed to be a waiver thereof, but any
<br />such right or option may be exercised from time to time and as often as may be deemed
<br />expedient by 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
<br />obligations be regarded as contractual, equitable, or beneficial in nature as to such other person
<br />or persons. Nothing in this Agreement shall be construed as creating any legal relations between
<br />the Director and any person performing services or supplying any equipment, materials, goods, or
<br />supplies for the PROJECT sufFicient to impose upon the Director any of the obligations specified
<br />in section 126.30 of the Revised Code.
<br />13.2 The LPA hereby agrees to accept responsibility for any and all damages or claims for which it is
<br />legally liable arising from the actionable negligence of its officers, employees or agents in the
<br />performance of the LPA's obligations made or agreed to herein.
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