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<br />SECTION 19. TERMINATION <br />A. Department shall have the right to terminate this contract, in whole or in <br />part, at any time before the date of completion specified in Section 2 of this <br />contract whenever Department determines that Contractor has failed to comply <br />with any term of this contract. Department shall notify Contractor in writing <br />prior to the thirtieth (30th) day preceding the completion date specified in <br />Section 2 of this contract of such determination; the reasons for such <br />termination; the effective date of such termination; and in the case of partial <br />termination, the portion of the contract to be terminated. <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; provided <br />that both parties agree, in writing, upon the termination conditions, including <br />the effective date of such termination; and in the case of partial termination, <br />the portion of the contract to be terminated. <br />C. Upon termination or receipt of notice to terminate, whichever occurs first, <br />Contractor shall cancel, withdraw, or otherwise terminate any outstanding <br />orders or subcontracts related to the performance of this contract or the part <br />of this contract to be terminated, and shall cease to incur costs thereunder. <br />Department shall not be liable to Contractor or to Contractor's creditors for <br />costs incurred after termination of this contract. <br />D. Notwithstanding any exercise by Department of its right of suspension under <br />Section 18 of this contract, or of early termination pursuant to this Section <br />19, Contractor shall not be relieved of any liability to Department for damages <br />due to Department by virtue of any breach of this contract by Contractor. <br />Department may withhold payments to Contractor until such time as the exact <br />amount of damages due to Department from Contractor is agreed upon or is <br />otherwise determined. <br />SECTION 20. AUDIT <br />A. Unless otherwise directed by Department, Contractor shall arrange for the <br />performance of an annual financial and compliance audit of funds received and <br />performances rendered under this contract, subject to the following conditions <br />and limitations: <br /> 1. Contractor shall receive Department's prior written approval <br /> of Contractor's intent to arrange for such audit services at <br /> least thirty (30) days prior to the termination of this contract; <br /> 2. Unless otherwise specifically authorized by Department in writing, <br /> Contractor shall ensure that such audit services are conducted <br /> in accordance with the audit requirements specified in Attachment <br /> P of OMB Circular A-102, as supplemented by Section 5.167 of the <br /> Management Standards; <br /> 3. Notwithstanding Section 4 (a)(5) and Section 4 (a)(6), Contractor <br /> shall utilize funds budgeted under this contract to pay for that <br /> portion of the cost of such audit services properly allocable to <br /> the activities funded by Department under this contract; and <br /> PAGE 8 OF 10 <br />