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(11) Teta ination for Cause If Vendor falls to perform pursuant to the terms of this
<br />contract, the Agency shall provide written notice to Vendor specifying the default
<br />("Notice of Default" . If Vendor does not cure such default within ten (10) calendar
<br />days of receipt of Notice of Default, the Agency may terminate this contract .for
<br />cause. If Vendor fails to cure a default as set forth above, the Agency may, by
<br />written notice to Vendor, terminate this contract for cause, in whole or in part, and
<br />specifying the effective date thereof ("Notice of Termination for Cause"), If the
<br />termination is for cause, Vendor shall be compensated for that pardon of the work or,
<br />materials provided which has been hilly and adequately completed and acoepted. by
<br />the Agency as of the date the Agency provides the Notice of Termination. In such
<br />case, the Agency shall have the right to take whatever steps it deems necessary to
<br />complete the project and correct Vendor's deficiencies and charge the cost thereof to
<br />Vendor, who shall be liable for the full cost of the Agency's corrective action,
<br />including reasonable overhead, profit and attorneys' fees,
<br />(ill) Fir lbursernent Darna rge The Agency shall be entitled to reimbursement for any
<br />compensation paid in excess of work rendered or materials provided and shall bo
<br />entitled to withhold compensation for defective work or other damages caused by
<br />Vendor's performance of the work.
<br />(Iv) Addhtional Termination Provhsin , Upon receipt of a Notice of Termination, either
<br />for 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
<br />(If necessary) to all provided materials and completed work, and work In progress
<br />including drafts, docmnents, plans, forms, maps, products, graphics, computer
<br />programs and reports, The rights and remedies of tho parties provided in this Section
<br />are in addition to any other rights and remedies provided by law or under this
<br />contract. Vendor acknowledges the Agency's right to terminate this contract with or
<br />without cause as provided in this Section, and hereby waives any and all chjl ns for
<br />damages that might arise from the Agency's termination of this contract:., The
<br />Agency shall not he liable for any costs other than the charges or portions thereof
<br />which are specified herein. Vendor shall not be entitled to payment for unperformed
<br />work or materials not provided, and shall not be enkitlaxt to damsgos or compensation
<br />for termination of work or supply of materials. If Agency terminates this contract for
<br />caaso, and it is later determined that the termination for cause was wrongful, the
<br />ternrinatlon shall automatically be converted to and treated as a termination for
<br />wevenionra. In such event, Vendor shall be entitled to receive only the amounts
<br />payable under this Section, and Vendor specifically waives any claim for any other
<br />amounts or damages, including, but not limited to, any claim for cotnaccluential
<br />damages or lost profits. The rights and remedies of the Agency provided in this
<br />Section shall not be exclusive and are in addition to any other rights and remedies
<br />provided by law, equity or under this o elmot including, but not limited Co, the right
<br />to specifle performance,
<br />(B) Appetldix 11 to Part 200 CQ-=- gnryl_llmlrltryment Octrortsr niiy; I3xcept as otherwise
<br />provided under 41 CY.lt, Fret 60, Vendor shall comply with the following equal
<br />opportunity clause, in accordance with Executive Order 11246 of September 24, 1965
<br />entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of
<br />October 13, 1 M and implementation regulations at 41 C.F.R. Chapter 60:
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