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CONTRACTOR or a decision by the AGENCY to terminate the contract. A termination shall be <br />deemed a "Termination for Convenience" if it is determined that the CONTRACTOR: (L) was not <br />in defaulU or (2) failure to perform was outside of his or her control, fault or negligence. <br />The rights and remedies of the AGENCY provided in this contract are not exclusive and are, in <br />addition to any other rights and remedies, provided by law. <br />37. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this contract, the AGENCY may, by 10 calendar days written <br />notice, beginning on the second day after the mailing, terminate this contract, in whole or in <br />part. lf this contract is so terminated, the AGENCY shall be liable only for payment required <br />under the terms of this contract for services rendered or goods delivered prior to the effective <br />date of termination. <br />38. TERMINATION PROCEDURES <br />Upon termination of this contract, the AGENCY, in addition to any other rights provided in this <br />contract, may require the CONTRACTOR to deliver to the AGENCY any property specifically <br />produced or acquired for the performance of such part of this contract as has been terminated. <br />The provisions of the "Treatment of Assets" clause shall apply in such property transfer. <br />The AGENCY shall pay to the CONTRACTOR the agreed upon price, if separately stated, for <br />completed work and services accepted by the AGENCY, and the amount agreed upon by the <br />CONTRACTOR and the AGENCY for (i) completed work and services for which no separate price <br />is stated, (ii) partially completed work and services, (iii) other property or services that are <br />accepted by the AGENCY, and (iv) the protection and preservation of property, unless the <br />termination is for default, in which case the AGENT shall determine the extent of the liability of <br />the AGENCY. Failure to agree with such determination shall be a dispute within the meaning of <br />the "Disputes" clause of this contract. The AGENCY may withhold from any amounts due the <br />CONTRACTOR such sum as the AGENT determines to be necessary to protect the AGENCY <br />against potential loss or liability. <br />The rights and remedies of the AGENCY provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />After receipt of a notice of termination, and except as otherwise directed by the AGENT, the <br />CONTRACTOR shall: <br />Stop work under the contract on the date, and to the extent specified, in the <br />notice; <br />Place no further orders or subcontracts for rnaterials, services, or facilities <br />except as may be necessary for completion of such portion of the work under <br />the contract that is not terminated; <br />a <br />b <br />OFM CONTRACT NO. K3OL2 Page L5 of 21