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ARTICLE XIX. Termination. Either of the parties may terminate this Agreement by notice in <br /> writing. Such termination shall take effect thirty (30) days after the date of such notice. Such <br /> termination shall not affect the rights, interests,duties or responsibilities of either of the parties or <br /> any allowable costs that have accrued as of the date of the notice of termination. <br /> ARTICLE XX. Liability. Grantee assumes no liability to third parties in connection with this <br /> agreement. The Subgrantee shall be solely responsible to any and all contractors, vendors, and <br /> other parties with whom it contracts in performing this Agreement. Unless the Subgrantee is a <br /> political subdivision under NDCC 32-12.2-13, the Subgrantee shall defend, indemnify and hold <br /> harmless Grantee from claims asserted by third parties in connection with the performance of this <br /> Agreement. Contractors hired by a Subgrantee, including political subdivisions, shall be required <br /> to agree in writing to defend, indemnify and hold the State of North Dakota harmless for any <br /> claims arising out the contractor's or any subcontractor's performance under the agreement. For <br /> the purposes of this Agreement,the Grantee and Subgrantee agree that neither one is an employee <br /> or agent of the other, but that each one stands as an independent entity in relation to one another. <br /> Nothing in this Agreement shall be construed as a waiver by the Grantee or Subgrantee of any <br /> legal immunity, nor shall anything in this Agreement be construed as consent by either of the <br /> parties to be sued by third parties in connection with any matter arising from the performance of <br /> this Agreement. Subgrantee represents to the best of its knowledge any hazardous substances at <br /> its projected site or sites are present in quantities within statutory and regulatory limitations, and <br /> do not require remedial action under any federal, state or local legal requirements concerning <br /> such substances, Subgrantee further represents that the presence of any such substance or any <br /> condition at the site caused by the presence of any such substance shall be addressed in <br /> accordance with all applicable legal requirements. <br /> ARTICLE XXI. Reports. Subgrantee shall provide Quarterly Reports to Grantee, on the <br /> Quarterly Report Form conforming to the sample attached as Attachment C. The first Quarterly <br /> Report shall be due at such time as Subgrantee is notified. All subsequent Quarterly Reports shall <br /> be due no later than fifteen (15) days after each calendar quarter through final inspection. <br /> Quarterly Reports shall indicate the anticipated completion date for each project, together with <br /> any other circumstances that may affect the completion date,the scope of work,the project costs, <br /> or any other factors that may affect compliance with this Agreement. Interim inspections may be <br /> scheduled by Subgrantee before the final inspection, and may be required by Grantee based on <br /> information supplied in the Quarterly Reports. Grantee may require additional reports as needed, <br /> and Subgrantee shall provide any additional reports requested by Grantee as soon as practicable. <br /> ARTICLE XXII. Monitoring. The Subgrantee shall monitor its performance under this <br /> Agreement, as well as that of its subcontractors, Subgrantees and consultants who are paid from <br /> funds provided under this Agreement, to ensure that performance under this Agreement are <br /> achieved and satisfactorily performed and in compliance with applicable state and federal laws <br /> and rules. <br /> In addition to reviews of audits conducted in accordance with OMB Circular A-133, as revised, <br /> monitoring procedures may include, but not be limited to, on-site visits by Grantee staff, limited <br /> scope audits as defined by OMB Circular A-133,as revised,and/or other procedures. By entering <br /> into this Agreement, the Subgrantee agrees to comply and cooperate with all monitoring <br /> procedures/processes deemed appropriate by the Grantee. In the event that the Grantee <br /> determines that a limited scope audit of the Subgrantee is appropriate, the Subgrantee agrees to <br /> comply with any additional instructions provided by the Grantee to the Subgrantee regarding such <br /> audit. The Subgrantee further agrees to comply and cooperate with any inspections, reviews, <br /> 8 <br />