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68 liability for the acts or omissions of Grantee. Nothing in this Agreement authorizes Grantee to act as an agent or representative of the MWivtO for any purpose. 2.3 Prior to commencing the Project, Grantee will obtain written, executed easement agreements from pertinent property owners impacted by the Project. 2.4 Grantee will submit progress reports to the MWMO every six (6) months on the status of the Project. A final report is due to the MWMO within ninety (90) days after the completing of the Project or the end of the term of this Agreement, whichever occurs first. III. TEIRMS OF PAYMENT 3.1 The MWMO will disburse funds to Grantee on a reimbursement basis. Grantee's payment requests must be accompanied by supporting invoices or documentation that relate to activities in the approved Project. Subject to MyNfO's approval of the payment request, the MWMO will disburse the requested amount to Grantee within four (4) weeks after receipt of a written payment request. All work performed under this Agreement will be performed in accordance with all applicable federal, state, and local laws, including any amendments thereto. Grantee will use the proceeds of this Agreement out), for the eligible costs of the Project. Grantee agrees that cost overruns are the sole responsibility of Grantee. IV. TERM Oh AGREEMp.N'T 'Phis Agreement will be effective when all necessary approvals and signatures have been obtained and will terminate on August 26, 2014, or the date all obligations have been satisfactorily fulfilled by both parties, whichever occurs first. The MWMO will not be obligated to reimburse any expenses incurred after the end of the Agreement or to pay any payment requests more than ninety (90) days after the end of the Agreement. V. CANCEM,AIION Either party may cancel this Agreement upon thirty (30) days' advance written notice to the other party. Grantee will be entitled to reimbursement of eligible expenses appropriately incurred in compliance with this Agreement up to the date of termination. VI. ASSIGNMI3NT Grantee will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the MWMO. Grantee may contract with others, including appropriate units of government, under terms and conditions to complete the Project. I Iowever, Grantee will continue to be responsible for performance of its obligations under this Agreement notwithstanding contracts with contractors or subcontractors or an approved assignment to a sub -grantee. VII. AMENDMENTS Any amendments to this Agreement must be in writing and executed by both parties. Amendments to the Project work plan or budget must be in writing and formally approved by the MWMO Executive Director before the amendments are effective. VIII. INDEMNIFICATION Grantees agrees to defend, indemnify, and hold harmless the MWMO, its officials, officers, agents, and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of Grantee, its contractors or subcontractors or any directly or indirectly employed by them or any party that directly or indirectly benefits MWMO Agreement #204-12-01