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Agreement No.55080 SECTION 3 - LEGAL AUTHORITY 3.1 The Subrecipient represents and guarantees that it possesses the legal authority to enter into this Agreement, receive funds authorized by this Agreement, and conduct the Statement of Work. 3.2 The person signing this Agreement on behalf of Subrecipient hereby warrants that he/she has been fully authorized by Subrecipient to execute this Agreement on behalf of Subrecipient and to legally bind Subrecipient to all the terms, performances and provisions herein set forth. SECTION 4 - RELATIONSHIP OF THE PARTIES The relationship of the parties is that of independent contractors, and not as agents of each other or as joint venturers or partners. SECTION 5 - AGREEMENT PERFORMANCE The Subrecipient shall provide the services specified in its attached Statement of Work, and the terms and conditions imposed and required by this Agreement. SECTION 6 - AGREEMENT OBLIGATIONS 6.1 Measure of Liability In consideration of Subrecipient's full and satisfactory performance of the services specified in the attached Statement of Work, TEEX shall be liable to the Subrecipient in an amount equal to the actual allowable costs incurred by the Subracipient in rendering such performance, subject to the following limitations: 6.1.1 TEEX shall not be liable for expenditures made in violation of the legal authorities cited in Section 8, Compliance with the Law, of this Agreement, or any other law or regulation applicable to the specific project or service performed under this Agreement. 6.1.2 Except as otherwise provided by this Agreement, TEEX shall be liable to Subrecipient in an amount equal to the actual allowable costs incurred by Subrecipient in rendering required performance as represented in Section 5, Agreement Performance. 6.1.3 Except as otherwise specifically authorized by TEEX in writing, TEEX shall only be liable for expenditures made in compliance with the cost principles