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of Notice of Default, the Agency may terminate this contract for cause, If Vendor fails
<br />to cure a default as set forth above, the Agency may, by written notice to Vendor,
<br />terminate this contract for cause, in whole or in part, and specifying the effective date
<br />thereof ("Notice of Termination for Cause"). If the termination is for cause, Vendor
<br />shall be compensated for that portionof the work or materials provided which has been
<br />fully and adequately completed and accepted bythe Agency as of the date the Agency
<br />provides the Notice of Termination. In such case, the Agency shall have the right to
<br />take whatever steps it deems necessary to complete the project and correct Vendor's
<br />deficiencies and charge the cost thereof to Vendor, who shall be liable for the full cost
<br />of the Agency's corrective action, including reasonable overhead, profit and attomeys'
<br />fees.
<br />(iii) Reimbursement: Damage, . The Agency shall be entitled to reimbursement for any
<br />compensation paid in excess of work rendered or materials provided and shall be
<br />entitled to withhold compensation for defective work or other damages caused by
<br />Vendor's performance of the work.
<br />(iv) Additional Termination Provisigns. Upon receipt of a Notice of Termination, either for
<br />cause or for convenience, Vendor shall promptly discontinue the work unless the
<br />Notice directs to the contrary. Vendor shall deliver to the Agency and transfer title (if
<br />necessary) to all provided materials and completed work, and work in progress
<br />including drafts, documents, plans, forms, maps, products, graphics, computer
<br />programs and reports. The rights and remedies of the parties provided in this Section
<br />are in addition to any other rights and remedies provided by lawor under this contract.
<br />Vendor acknowledges the Agency's right to terminate this contract with or without
<br />cause as provided in this Section, and hereby waives any and all claims for damages
<br />that might arise from the Agency's termination of this contract. The Agency shall not
<br />be liable for any costs other than the charges or portions thereof which are specified
<br />herein. Vendor shall not be entitled to payment for unperformed work or materials not
<br />provided, and shall not be entitled to damages or compensation for termination of work
<br />or supply of materials. If Agency terminates this contract for cause, and it is later
<br />determined that the termination for cause was wrongful, the termination shall
<br />automatically be converted to and treated as a termination for convenience. In such
<br />event, Vendor shall be entitled to receive only the amounts payable underthis Section,
<br />and Vendor specificallywaives any claimfor any other amounts or damages, including,
<br />but not limited to, any claim for consequential damages or lost profits. The rights and
<br />remedies of the Agency provided in this Section shall not be exclusive and are in
<br />addition to any other rights and remedies provided bylaw, equity or underthis contract
<br />including, but not limited to, the right to specific performance.
<br />(B) Appendix II to Part 200 (C) _ Eaual Employment Opportunity_* Except as otherwise
<br />provided under41 C.E.R. Part60, Vendor shall comply with the following equal opportunity
<br />clause, in accordance with Executive Order 11246 of September24, 1965 entitled "Equal
<br />Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967
<br />and implementation regulations at41 C.F.R. Chapter 60:
<br />(i) Vendor will not discriminate against any employee or applicant for employment
<br />because of race, color, religion, sex, or national origin. Vendor will take affirmative
<br />action to insure that applicants are employed and that employees are treated
<br />equally during employment, without regard to race, color, religion, sex, or national
<br />origin. Such action shall include, but not be limited to, the following: employment
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