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(i1) Termination for Cause. If Vendor fails to perform pursuant to the terns 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 portion of the work or <br />materials provided which has been fully and adequately completed and accepted by <br />the Agency as of the date the Agency provides the Notice of Termination, hi 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 />(iii) Reimbursement: Damages. 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 Provisions. 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, 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 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 supply of materials. If 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 specifically 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 any other rights and remedies <br />provided by law, equity or under this contract including, but not limited to, the right <br />to specific performance. <br />(B) Appendix II to Part 200 (C) — Equal Employment 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 />26 <br />