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<br />Agreement NO.55080 <br /> <br />questionable or improper conduct. This Agreement shall be administered in an <br />impartial manner, free from efforts to gain personal, financial or political benefit, <br />tangible or intangible. The Subrecipient, its executive staff and employees, while <br />administering this Agreement, shall avoid situations which could give the <br />appearance that any decision was influenced by prejudice, bias, special interest <br />or desire for personal gain. <br /> <br />15.3 Subrecipient shall immediately inform TEEX in writing of any potential conflict of <br />interest which arises at any time during the term of this Agreement. <br /> <br />15.4 If Subrecipient fails to abide by the foregoing covenants and affirmations <br />regarding conflict of interest, the Subrecipient shall not be entitled to recover any <br />costs or expenses incurred in relation to this Agreement and shall immediately <br />refund to TEEX any fees or expenses that may have been paid under this <br />Agreement, and shall further be liable for any other costs incurred or damages <br />sustained by TEEX relating to this Agreement. Such failure may subject <br />Subrecipient to sanctions as provided in Section 19 of this Agreement. <br /> <br />SECTION 16 - FORCE MAJEURE <br /> <br />In the event that performance by either party of any of its obligations under the terms of <br />this Agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or <br />civil commotion, by any act of government, by strikes, fire, flood, or by the occurrence of <br />any other event beyond the control of the parties hereto, that party shall be excused <br />from such performance for such period of time as is reasonably necessary after such <br />occurrence abates for the effects thereof to have dissipated. <br /> <br />SECTION 17 - NON-ASSIGNMENT <br /> <br />This Agreement is not assignable. Notwithstanding any attempt to assign the <br />Agreement, the Subrecipient shall remain fully liable on this Agreement and shall not be <br />released from performing any of the terms, covenants and conditions of this Agreement. <br />The Subrecipient shall be held responsible for all funds received under this Agreement. <br /> <br />SECTION 18 - TERMINATION OF AGREEMENT <br /> <br />18.1 This Agreement may be terminated, in whole or in part, whenever TEEX <br />determines that such termination is in the best interest of the project, such <br />termination to be effective upon the Subrecipient's receipt of written notification of <br />termination from TEEX. In the event of such termination, the Subrecipient shall <br />be entitled to compensation under this Agreement for allowable expenditures up <br />to the termination date. <br /> <br />7 <br />