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r-) <br /> 1 - <br /> 28. TERMINATION OR SUSPENSION FOR CAUSE <br /> In the event the Department, in its sole discretion, determines the Contractor has failed to fulfill in a <br /> timely and proper manner its obligations under this contract, is in an unsound financial condition so as <br /> to endanger performance hereunder, is in violation of any laws or regulations that render the Contractor <br /> unable to perform any aspect of the contract, or has violated any of the covenants, agreements or <br /> stipulations of this contract, the Department has the right to immediately suspend or terminate this <br /> contract in whole or in part. <br /> The Department may notify the Contractor in writing of the need to take corrective action and provide a <br /> period of time in which to cure. The Department is not required-to allow the Contractor an opportunity <br /> to cure if it is not feasible as determined solely within the Department's discretion. Any time allowed for <br /> cure shall not diminish or eliminate the Contractor's liability for damages or otherwise affect any other <br /> remedies available to the Department. If the Department allows the Contractor an opportunity to cure, <br /> the Department shall notify the Contractor in writing of the need to take corrective action. If the <br /> corrective action is not taken within ten (10) calendar days or as otherwise specified by the Department, <br /> or if such corrective action is deemed by the Department to be insufficient, the contract may be <br /> terminated in whole or in part. <br /> The Department reserves the right to suspend all or part of the contract, withhold further payments, or <br /> prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged <br /> compliance breach, pending corrective action by the Contractor, if allowed, or pending a decision by the <br /> Department to terminate the contract in whole or in part. <br /> In the event of termination, the Contractor shall be liable for all damages as authorized by law, including <br /> but not limited to, any cost difference between the original contract and the replacement or cover <br /> contract and all administrative costs directly related to the replacement contract, e.g., cost of <br /> administering the competitive solicitation process, mailing, advertising and other associated staff time. <br /> The rights and remedies of the Department provided for in this section shall not be exclusive and are in <br /> addition to any other rights and remedies provided by law. <br /> If it is determined that the Contractor: (1) was not in default or material breach, or (2) failure to perform <br /> was outside of the Contractor's control, fault or negligence, the termination shall.be deemed to be a <br /> "Termination for Convenience". <br /> 29. TERMINATION FOR CONVENIENCE <br /> Notwithstanding any provisions of this contract, the Contractor may terminate this contract by providing <br /> written notice of such termination to the Department's Key Personnel identified in the contract, <br /> specifying the effective date thereof, at least thirty (30) days prior to such date. <br /> Except as otherwise provided in this contract, the Department, in its sole discretion and in the best <br /> interests of the State of Washington, may terminate this contract in whole or in part by providing ten <br /> (10) calendar days written notice, beginning on the second day after mailing to the Contractor. Upon <br /> notice of termination for convenience, the Department reserves the right to suspend all or part of the <br /> contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of <br /> funds. In the event of termination, the Contractor shall be liable for all damages as authorized by law. <br /> The rights and remedies of the Department provided for in this section shall not be exclusive and are in <br /> addition to any other rights and remedies provided by law. <br /> 30. TERMINATION PROCEDURES <br /> In addition to the procedures set forth below, if the Department terminates this contract, the Contractor <br /> shall follow any procedures specified in the termination notice. Upon termination of this contract and in <br /> addition to any other rights provided in this contract, the Department may require the Contractor to <br /> deliver to the Department any property specifically produced or acquired for the performance of such <br /> part of this contract as has been terminated. <br /> 348 <br /> DAS-EMPG-FFY 08 Page 11 of 24 City of Everett Emergency Management <br /> GnS2 <br /> 1117 <br />