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Page 20 of 27 <br />Each such mailed notice or communication will be deemed to have been given on the date <br />that is three days after the same is deposited in the United States mail. Each such delivered <br />notice or communication will be deemed to have been given upon the delivery. Any party <br />may change its address for service of notice in the manner specified in this Agreement. <br />40.PROHIBITION AGAINST ASSIGNMENT. This is a bilateral personal services Agreement. <br />Neither party shall have the power to or will assign any of the duties or rights or any claim <br />arising out of or related to this Agreement, whether arising in tort, contract, or otherwise, <br />without the written consent of the other party. Any unauthorized assignment is void and <br />unenforceable. <br />41.NO THIRD PARTY BENEFICIARIES. This Agreement gives no rights or benefits to <br />anyone other than the Diversion Authority and Consultant and has no third-party <br />beneficiaries. <br />42.CONSEQUENTIAL DAMAGES. To the maximum extent permitted by law, Consultant and <br />Consultant’s affiliated corporations, officers, employees, and subcontractors shall not be <br />liable for the Diversion Authority’s special, indirect, or consequential damages, whether <br />such damages arise out of breach of contract or warranty, tort including negligence, strict or <br />statutory liability, or any other cause of action. In order to protect Consultant against indirect <br />liability or third-party proceedings, the Diversion Authority will indemnify Consultant for <br />any such damages. <br />43.MATERIALS AND SAMPLES. Any items, substances, materials, or samples removed <br />from the Project site for testing, analysis, or other evaluation will be returned to the Project <br />site within sixty (60) days of Project close-out unless agreed to otherwise. The Diversion <br />Authority recognizes and agrees that Consultant is acting as a bailee and at no time assumes <br />title to said items, substances, materials, or samples. <br />44.CONSULTANT’S DELIVERABLES. A party may rely on data or information that the <br />party receives from the other party by hard copy or electronic media. When transferring <br />documents in electronic media format, the transferring party makes no representations as to <br />long-term compatibility, usability, or readability of such documents. Consultant’s <br />deliverables are for the Diversion Authority or others’ convenience. Any conclusions or <br />information derived or obtained from these files will be at user’s sole risk. <br />45.ACCESS TO CONSULTANT’S ACCOUNTING RECORDS AND AUDIT RIGHTS. <br />A.Consultant must allow the Diversion Authority and its designees to review and audit <br />Consultant’s financial documents and records relating to this Agreement. Consultant <br />will maintain accounting records, in accordance with generally accepted accounting <br />principles. These records will be available to the Diversion Authority for a period of <br />one (1) year after Consultant’s final invoice for examination to the extent required to <br />verify the direct costs (excluding established or standard allowances and rates) <br />incurred hereunder. The Diversion Authority may only audit accounting records <br />applicable to a cost-reimbursable type compensation. Upon finalization of the audit, <br />the Diversion Authority will submit to Consultant a Notice of Audit Results and a copyDRAFT