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written notice setting forth the date of termination. Upon termination the liabilities bf the Parties for future <br /> performance hereunder shall cease,but the Parties shall perform their respective obligations up to the date <br /> of termination. <br /> B. Two Month Extension <br /> CDPHE,at its sole discretion upon written notice to CWCB as provided in §10,may unilaterally extend the <br /> term of this Agreement for a period not to exceed two months if the Parties are negotiating a replacement <br /> agreement(and not merely seeking a term extension)at or near the end of any initial term or any extension <br /> thereof. The provisions of this Agreement in effect when such notice is given, including,but not limited to <br /> prices,rates,and delivery requirements, shall remain in effect during the two-month extension. The two <br /> month extension shall immediately terminate when and if a replacement agreement is approved and signed <br /> by the State Controller. <br /> 5. STATEMENT OF WORK <br /> A.Work <br /> CWCB shall complete the Work and its other obligations as described herein and in Exhibit A on or before <br /> December 31,2014. CDPHE shall not be liable to compensate CWCB for any Work performed prior to the <br /> Effective Date or after the termination of this Agreement. <br /> B. Goods and Services <br /> CWCB shall procure goods and services necessary to complete its obligations. Such procurement shall be <br /> accomplished using Agreement Funds and shall not increase the maximum amount payable hereunder by <br /> CDPHE. <br /> 6. PAYMENTS-MAXIUM AMOUNT <br /> The maximum amount payable under this Agreement to CWCB by CDPHE is $2,000,000, as determined by <br /> CDPHE from available funds. Payments to CWCB are limited to the unpaid obligated balance of this <br /> Agreement set forth in Exhibit A CDPHE shall make payment for purchases of goods and services within 30 <br /> days after receipt of valid invoices from CWCB. Payments shall be made by an interagency transfer in lieu of a <br /> State warrant whenever possible. The maximum amount payable by CDPHE to CWCB during each State fiscal <br /> year of this Agreement shall be: <br /> Up to $2,000,000 in FY 2013 <br /> $2,000,000 less the amount <br /> spent in FY 2013 in FY2014 <br /> $2,000,000 less the amount <br /> spent in FY 2014 in FY2015 <br /> 7. RECORDS-MAINTENANCE AND INSPECTION <br /> A.Maintenance <br /> During the term of this Agreement and for a period terminating upon the later of(i)the five year <br /> anniversary of the final payment under this Agreement or(ii)the resolution of any pending Agreement <br /> matters(the"Record Retention Period"), each Party shall maintain, and allow inspection and monitoring by <br /> the other Party, and any other duly authorized agent of a governmental agency, of a complete file of all <br /> records,documents,communications,notes and other written materials, electronic media files,and <br /> communications,pertaining in any manner to the work or the delivery of services or goods hereunder. <br /> B.Inspection <br /> CDPHE shall have the right to inspect CWCB performance at all reasonable times and places during the <br /> term of this Agreement. CWCB shall permit CDPHE,and any other duly authorised agent of a <br /> governmental agency having jurisdiction to monitor all activities conducted pursuant to this Agreement, to <br /> audit, inspect, examine, excerpt, copy and/or transcribe CWCB's records related to this Agreement during <br /> the Record Retention Period to assure compliance with the terms hereof or to evaluate performance <br /> hereunder. Monitoring activities controlled by CDPHE shall not unduly interfere with CWCB's <br /> performance hereunder. <br /> Page 2 <br />