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<br />SECTION 18. <br /> <br />SUSPENSION <br /> <br />Notwithstanding the provisions of Texas Civil Statutes, Article 601f, in the <br />event that Contractor fails to comply with any term of this contract, <br />Department may, upon written notification to Contractor, suspend this <br />contract in whole or in part and withhold further payments to Contractor, <br />and prohibit Contractor from incurring additional obligations of funds under <br />this contract. <br /> <br />SECTION 19. <br /> <br />TERMINATION <br /> <br />A. Department shall have the right to terminate this contract, in whole or <br />in part, at any time before the date of completion specified in Section 2 of <br />this contract whenever Department determines that Contractor has failed to <br />comply with any term of this contract. Department shall notify Contractor <br />in writing prior to the thirtieth (30th) day preceding the date of <br />termination of such determination; the reasons for such termination; the <br />effective date of such termination; and in the case of partial termination, <br />the portion of the contract to be terminated. <br /> <br />B. Either of the parties to this contract shall have the right to terminate <br />this contract, in whole or in part, when both parties agree that the <br />continuation of the activities funded under this contract would not produce <br />beneficial results commensurate with the further expenditure of funds; <br />provided that both parties agree, in writing, upon the termination <br />conditions, including the effective date of such termination; and in the <br />case of partial termination, the portion of the contract to be terminated. <br /> <br />C. Upon termination or receipt of notice to terminate, whichever occurs <br />first, Contractor shall cancel, withdraw, or otherwise terminate any <br />outstanding orders or subcontracts related to the performance of this <br />contract or the part of this contract to be terminated, and shall cease to <br />incur costs thereunder. Department shall not be liable to Contractor or to <br />Contractor's creditors for costs incurred after termination of this contract. <br /> <br />D. Notwithstanding any exercise by Department of its right of suspension <br />under Section 18 of this contract, or of early termination pursuant to this <br />Section 19, Contractor shall not be relieved of any liability to Department <br />for damages due to Department by virtue of any breach of this contract by <br />Contractor. Department may withhold payments to Contractor until such time <br />as the exact amount of damages due to Department from Contractor is agreed <br />upon or is otherwise determined. <br /> <br />SECTION 20. <br /> <br />AUDIT <br /> <br />A. Unless otherwise directed by Department, Contractor shall arrange for <br />the performance of an annual financial and compliance audit of funds <br />received and performances rendered under this contract, subject to the <br />following conditions and limitations: <br /> <br />1. Contractor shall submit to Department notice of the projected <br />submission date of each audit required under this Section within sixty <br />(60) days prior to the last day of each of Contractor's fiscal years. <br /> <br />Page 9 of 12 <br />