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and requests for reimbursement must be received by District by October 31, 2007. Failure to meet this deadline will result in forfeiture of Cooperative Projects Grants Program funding, provided, however, that in the event that Agency is unable to complete the Project within the term required herein due to unforeseen or unavoidable circumstances, or by mutual agreement by both Agency and District, District may extend the term of this Contract for an additional period. Such extension shall be made only by written agreement signed by both Parties hereto. Extensions must be approved by District's Board of Directors, prior to contract amendment. 4. TERMINATION - In the event that any Party fails to comply with any term or condition of this Contract, or fails to provide the services in the manner agreed upon by the Parties, including, but not limited to, the requirements as set forth in Exhibit "A", and Exhibit "C" (Project Milestone Schedule), attached hereto and by reference made a part of this Contract, the failure shall constitute a material breach of this Contract. The non-breaching Party shall have the sole and exclusive option either to notify the breaching Party that it must cure this breach within 15 days or provide written notification of its intention to terminate this Contract upon 30 days written notice. Notification shall be provided in the manner set forth in Paragraph 22 below. Termination shall not be the exclusive remedy of the non-breaching Party. The non-breaching Party shall have the right to seek any and all remedies provided by law District may terminate this Contract at any time, without cause, upon giving Agency thirty (30) days written notice. Upon completion of the Project and in satisfaction of all reporting requirements for Agency reimbursements set forth in this Contract, District shall reimburse Agency for all incurred costs identified in Exhibit "B" up through the date of termination of this Contract. 5. INSURANCE - Prior to the start of this Contract, Agency shall furnish evidence of standard form of commercial or comprehensive general liability insurance with a combined single limit per occurrence (general and automotive) of One Million Dollars ($1,000,000.00). Agency shall maintain such coverage during the term of this Contract and any extensions thereof. Subject to notice to and approval of District, Agency may fulfill its insurance obligations through one of the following: (i) self-insurance; (ii) by providing coverage through a joint powers insurance authority (JPIA), which is duly formed under the laws of the State of California; or (iii) utilizing a combination of self-insurance and JPIA coverage. Agency shall require any Contractor performing services funded by this Contract to also provide evidence of standard form commercial or comprehensive general liability insurance for any Project requiring work to be performed in a public right-of-way. The policy shall have a combined single limit of Two Million Dollars ($2,000,000.00) per occurrence for bodily injury, including death, personal injury, property damage, and products liability, with Five Million Dollars ($5,000,000.00) general policy aggregate; or, alternatively Two Million Dollars ($2,000,000.00) aggregate separate for this Contract. Agency shall require its contractor to maintain such coverage during the duration of the Project work. District shall be named as an additional insured by endorsement to each liability policy referred to herein. Each policy shall require that Agency notify District in writing, not less than thirty (30) days in advance of any modification or termination of any such insurance. Any modification of the insurance provided shall be subject to pre- approval by District. If Agency, or its contractor, fails to maintain the required