Res 1995-067 - Laserfiche WebLink

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gf~ SECT\ON '\8. TERMINATION A. Department shall have the right to terminate this contract, in whole or in part, at any time before the date of completion specified in Section 2 of this contract whenever Department determines that Contractor has failed to comply with any term of this contract. Department shall notify Contractor in writing prior to the thirtieth (30th) day preceding the date of termination of such determination; the reasons for such termination; the effective date of such termination; and in the case of partial term- ination, the portion of the contract to be terminated. B. Either of the parties to this contract shall have the right to terminate this contract, in whole or in part, when both parties agree that the continuation of the activities funded under this Contract would not produce beneficial results commensurate with the further expenditure of funds; provided that both parties agree, in writing, upon the termination conditions, including the effective date of such termina- tion; and in the case of partial termination, the portion of the contract to be terminated. C. Upon termination or receipt of notice to terminate, whichever occurs first, Contractor shall can- cel, withdraw, or otherwise terminate any outstanding orders or subcontracts related to the performance of this contract or the part of this contract to be terminated, and shall cease to incur costs thereunder. Department shall not be liable to Contractor or to Contractor's creditors for costs incurred after termination of this contract. D. Notwithstanding any exercise by Department of its right of suspension under Section 17 of this contract, or of early termination pursuant to this Section 18, Contractor shall not be relieved of any li- ability to Department for damages due to Department by virtue of any breach of this contract by Contractor. Department may withhold payments to Contractor until such time as the exac¿ amount of damages due to Department from Contractor is agreed upon or is otherwise d,etermined. SECTION 19. AUDIT A. Unless otherwise directed by Department, Contractor shall arrange for the performance of an annual financial and compliance audit of funds received and performances rendered under this con- tract, subject to the following conditions and limitations: 1. Contractor shall have an audit made in accordance with the Single Audit Act of 1984, 31 U.S.C. Sec. 7501 et seq., and OMB Circular No. 128, "Audits of State and Local Governments," and the implementing regulations at 24 C.F.R. Part 44, for any of its fiscal years included within the contract period specified in Section 2 of this èontract in which Contractor receives more than $25,000 in Federal financial assistance. For purposes of this Section 19, "Federal financial assistanceH means assistance provided by a Federal agency in the form of grants, contracts, loans, loan guarantees, property, cooperative agreements, interest subsidies, insurance or direct appropriations, but does not include direct federal cash assistance to individuals. The term includes awards of Federal financial assistance received directly from Federal agencies, or indirectly through other units of State and local govemment; 2. At the option of Contractor, each audit required by this section may cover either Contrac- tor's entire operations or each department, agency, or establishment of Contractor which receiv- ed, expended, or otherwise administered federal funds; 3. Notwithstanding Section 4 (a)(5) and Section 4 (a)(6), Contractor shall utilize funds bud- geted under this contract to pay for that portion of the cost of such audit services properly alloc- able to the activities funded by Department under this contract, provided however that De- Page 8 of 15