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date of termination has passed.
<br /> 12. Controller's Approval. This Interagency Contract shall not be deemed valid until it shall have been
<br /> approved by the State Controller or such assistant as he may designate.
<br /> 13. General Provisions.
<br /> A. The parties warrant that each possesses actual, legal authority to enter into this Interagency
<br /> Contract. The parties further warrant that each has taken all actions required by its applicable law,
<br /> procedures,rules, or by-laws to exercise that authority,and to lawfully authorize its undersigned
<br /> signatory to execute this Interagency Contract and bind that party to its terms.The person or
<br /> persons signing this Interagency Contract,or any attachments or amendments hereto, also
<br /> warrant(s)that such person(s)possesses actual, legal authority to execute this Interagency
<br /> Contract, and any attachments or amendments hereto,on behalf of that party.
<br /> B. If this Interagency Contract is in the nature of personal/purchased services,then the CDPHE
<br /> reserves the right to inspect services provided under this Interagency Contract at all reasonable
<br /> times and places during the term of this Interagency Contract. "Services",as used in this clause,
<br /> includes services performed or written work performed in the performance of services. If any of
<br /> the services do not conform with the terms of this Interagency Contract,then the CDPHE may
<br /> require the CDNR/DMG to perform the services again in conformity with the terms of this
<br /> Interagency Contract,with no additional compensation to the CDNR/DMG for the reperformed
<br /> services. When defects in the quality or quantity of the services cannot be corrected by
<br /> reperformance,then the CDPHE may: require the CDNR/DMG to take all necessary action(s)to
<br /> ensure that the future performance conforms to the terms of the Interagency Contract; and,
<br /> equitably reduce the payments due to the CDNR/DMG under this Interagency Contract to reflect
<br /> the reduced value of the services performed by the CDNR/DMG. These remedies in no way limit
<br /> the other remedies available to the CDPHE as set forth in this Interagency Contract.
<br /> C. If,through any cause attributable to the CDNR/DMG's action(s)or inaction(s),the CDNR/DMG:
<br /> fails to fulfill, in a timely and proper manner, its duties and obligations under this Interagency
<br /> Contract;or, violates any of the agreements,covenants,provisions,stipulations,or terms of this
<br /> Interagency Contract,then the CDPHE shall thereupon have the right to terminate this Interagency
<br /> Contract for cause by giving written notice thereof to the CDNR/DMG. Such written notice shall
<br /> be given at least ten(10)calendar days before the proposed termination date and shall afford the
<br /> CDNR/DMG the opportunity to cure the default or CDPHE why termination is otherwise
<br /> inappropriate. If this Interagency Contract is terminated for default,then all finished or unfinished
<br /> data, documents, drawings, evaluations,hardware, maps, models,negatives,photographs,reports,
<br /> software,studies,surveys, or any other material, medium or information,however constituted,
<br /> which has been or is to be produced or prepared by the CDNR/DMG under this Interagency
<br /> Contract shall,at the option of the CDPHE,become the property of the CDPHE. The
<br /> CDNR/DMG shall be entitled to receive just and equitable compensation for any services or
<br /> supplies delivered to, and accepted by,the CDPHE. If applicable,the CDNR/DMG shall return'
<br /> any unearned advance payment it received under this Interagency Contract to the CDPHE.
<br /> Notwithstanding the above,the CDNR/DMG is not relieved of liability to the CDPHE for any
<br /> damages sustained by the CDPHE because of the CDNR/DMG's breach of this Interagency
<br /> Contract. The CDPHE may withhold any payment due to the CDNR/DMG under this Interagency
<br /> Contract to mitigate the CDPHE's damages until such time as the exact amount of the CDPHE's
<br /> damages from the CDNR/DMG's breach of this Interagency Contract is determined. If, after
<br /> terminating this Interagency Contract for default, it is determined for any reason that the
<br /> CDNR/DMG was not in default,or that the CDNR/DMG's action or inaction was excusable,then
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