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(li) Jennination fob• Cause, If Venda fltils to perform pursuant to the terms of this <br />contract, the Agency shall provide written notice to Vendor specifving 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 Agenc} nlay terminate this contract for <br />cause. If Vendor fulls 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 portion of the work or <br />materials provided which has been fully and adequately completed and accepted b) <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 Vendors deficiencies and charge the cost thereof to <br />Vendor, w(to shall be liable for the lull cost of the Agency's corrective action. <br />including reasonable overhead, profit and attorneys' fees. <br />(ill) Reimbursement; Dama=. The .Agency shall be entitled to reimbursement for anN <br />compensation paid in excess of work rendered or materials provided and shall be <br />entitled to %%ithhold compensation for detective work or other damages caused by <br />Vendor's performance of the work. <br />(iv) Additional Termination Prm isions. Dpon 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 necessan) to all provided materials and completed work. and work in progress <br />including drafts. documents, plans. florins, 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 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 claims for <br />damages that might arise from the Agency's termination of this contract. The <br />Agency shall not be 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 entitled to damages or compensation <br />for termination of work or supph or materials. I f Agency terminates this contract for <br />cause, and it is later determined that the termination for cause was wrongful, the <br />termination shall automatically be converted to and treated as a termination for <br />convenience. In such event. Vendor shall be entitled to receive only the amounts <br />payable under this Section, and Vendor specificaliv waives any claim for any other <br />amounts or damages. including, but not limited to, any claim for consequential <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 all% other rights and remedies <br />provided by la\v, equity or under this contract including. but not limited to, the right <br />to specific performance. <br />(B) Append 11 to Part 200 (C) Equal Fmplovynent Opportunity, Except as otherwise <br />provided under 41 C.F.R. Part 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, 1967 and implementation regulations at 41 C.F.R. Chapter 60: <br />20 <br />