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employee, agent, grantee, contractor, subcontractor, or other person has -- (1) submitted a claim for
<br />award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws
<br />pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds.
<br />Grantees must also immediately notify TDEM in writing of any misappropriation of funds, fraud, theft,
<br />embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant
<br />requirements. Grantees must notify the local prosecutor's office of any possible criminal violations.
<br />Grantees must immediately notify TDEM in writing if a project or project personnel become involved in
<br />any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand,
<br />notices, subpoenas, lawsuits, or indictments to TDEM.
<br />TDEM may, at its sole discretion, terminate this Grant Agreement, without recourse, liability or penalty
<br />against TDEM, upon written notice to grantee. In the event grantee fails to perform or comply with an
<br />obligation or a term, condition or provision of this Grant Agreement, TDEM may, upon written notice to
<br />grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such
<br />notification of Termination for Cause will state the effective date of such termination, and if no effective
<br />date is specified, the effective date will be the date of the notification.
<br />TDEM and grantee may mutually agree to terminate this Grant Agreement. TDEM in its sole discretion will
<br />determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed
<br />grant funds.
<br />Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided
<br />in equity, by law, or under this Grant Agreement, including those remedies listed at 2 C.F.R. 200.207 and
<br />2 C.F.R. 200.338 — 200.342. Following termination by TDEM, grantee shall continue to be obligated to
<br />TDEM for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In
<br />the event of termination under this Section, TDEM's obligation to reimburse grantee is limited to allowable
<br />costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs
<br />determined by TDEM in its sole discretion to be reasonable and necessary to cost-effectively wind up the
<br />grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not
<br />release the Parties from any liability or obligation set forth in this Grant Agreement that is expressly stated
<br />to survive any such termination orexpiration.
<br />1.14 Limitation of Liability
<br />TO THE EXTENT ALLOWED BY LAW, THE GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE
<br />STATE OF TEXAS AND AGENCY, AND/OR THEIR OFFICERS, REGENTS, AGENTS, EMPLOYEES, REPRESENTATIVES,
<br />CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS,
<br />OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM
<br />ANY ACTS OR OMISSIONS OF RESPONDENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER
<br />FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT
<br />AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY
<br />RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE
<br />NAMED DEFENDANTS IN ANY LAWSUIT AND RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT
<br />FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. RESPONDENT
<br />AND AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
<br />The grantee agrees that no provision of this Grant Agreement is in any way intended to constitute a waiver
<br />by TDEM as an agency of the State of Texas, its officers, regents, employees, agents, or contractors or the
<br />State of Texas of any privileges, rights, defenses, remedies, or immunities from suit and liability that TDEM
<br />or the State of Texas may have by operation of law.
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