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LOCAL AGENCY for the reasons stated in paragraph sixteen (1 S) of ARTICLE Vl, <br />STATE shall pay LOCAL AGENCY the sum due LOCAL AGENCY under this <br />AGREEMENT prior to termination, provided; however, LOCAL AGENCY is not in <br />default of the terms and conditions of this AGREEMENT and that the cost of any <br />PROJECT completion to STATE shall first be deducted from any sum due LOCAL <br />AGENCY. <br />19. The 'PROJECT" shall be constructed as provided in this AGREEMENT and in <br />accordance with those laws applicable to LOCAL AGENCY. In the case of <br />inconsistency or conflicts, the terms of this agreement shall prevail. <br />20. Without the written consent of STATE, this AGREEMENT is not assignable by <br />LOCAL AGENCY either in whole or in part. <br />21. No alteration or variation of the terms of this AGREEMENT shall be valid unless <br />made in writing and signed by the PARTIES, and no oral understanding or agreement not <br />incorporated herein shall be binding on any of the PARTIES. <br />IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their duly <br />authorized officers. <br />STATE OF CALIFORNIA <br />Department of Transportation <br />By�5 G <br />DEBORAH LYNCH, BTA Coordinator <br />Bicycle Facilities Unit <br />Division of Local Assistance <br />Date: 12-It 11 L. Date: <br />ATTEST. <br />MARIA D. HUIZAR <br />CLERK OF THE COUNCIL <br />APPROVED AS TO FORM <br />11 Laura Stit 'heedy <br />Assistant C' y Atiartteg <br />23A -21 <br />