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decision of the Contract Officer, issued in writing, shall be conclusive and binding on the <br />PARTIES on all questions of fact considered and determined by the Contract Officer, <br />13. Neither the pending of a dispute nor its consideration by Contract Officer will <br />excuse the LOCAL AGENCY from full and timely performance in accordance with the <br />terms of this AGREEMENT. <br />14. Neither STATE nor any officer or employee thereof is responsible for any injury, <br />damage or liability occurring by reason of anything done or omitted to be done by <br />LOCAL AGENCY under, or in connection with any work, authority or jurisdiction of <br />LOCAL AGENCY arising under this AGREEMENT. It is understood and agreed that <br />LOCAL AGENCY shall fully defend, indemnify and save harmless STATE and all of its <br />officers and employees from all claims and suits or actions of every name, kind and <br />description brought forth under, including but not limited to, tortious, contractual, inverse <br />condemnation or other theories or assertions of liability occurring by reason of anything <br />done or omitted to be done by LOCAL AGENCY under this AGREEMENT. <br />15. Neither LOCAL AGENCY nor any officer or employee thereof is responsible for <br />any injury, damage or liability occurring by reason of anything done or omitted to be <br />done by STATE under, or in connection with any work, authority or jurisdiction of <br />STATE arising under this AGREEMENT. It is understood and agreed that STATE shall <br />fully defend, indemnify and save harmless the LOCAL AGENCY and all of its officers <br />and employees from all claims and suits or actions of every name, kind and description <br />brought forth under, including but not limited to, tortious, contractual, inverse <br />condemnation or other theories or assertions of liability occurring by reason of anything <br />done or omitted to be done by STATE under this AGREEMENT. <br />16. In the event of (a) LOCAL AGENCY failing to timely proceed with effective <br />PROJECT work in accordance with this AGREEMENT; (b) failing to maintain any <br />applicable bonding requirements; and (c) otherwise materially violating the terms and <br />conditions of this AGREEMENT, STATE reserves the right to terminate funding for <br />PROJECT upon thirty (30) days written notice to LOCAL AGENCY. <br />17. No termination notice shall become effective if within thirty (30) days after <br />receipt of a Notice of Termination, LOCAL AGENCY either cures the default involved, <br />or if the default is not reasonably susceptible of cure within said thirty (30) day period the <br />LOCAL AGENCY proceeds thereafter to complete that cure in a manner and timeline <br />acceptable to STATE. <br />18. Any such termination shall be accomplished by delivery to LOCAL AGENCY of <br />a Notice of Termination, which notice shall become effective not less than thirty (30) <br />days after receipt; specifying the reason for the termination; the extent to which funding <br />of work under this AGREEMENT is terminated, and the date upon which such <br />termination becomes effective if beyond thirty (30) days after receipt. During the period <br />before the effective termination date, LOCAL AGENCY and STATE shall meet to <br />- -attempttoT esol ve - any dispute.-l€$TAATE-terminates funding with- - — -- <br />10 <br />23A -20 <br />