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• <br /> • <br /> receives notice of the disputed issue(s). The•parties agree that this dispute process shall precede <br /> • any action in.a.judicial or quasi-judicial tribunal: . <br /> .27. TERMINATION FOR FUNDING: WDFW may unilaterally terminate this contract in the event • <br /> funding from state, federal,or other sources is withdrawn;reduced,.or limited in any way after the <br /> effective date of this contract and prior to normal completion, WDFW may terminate the contract " <br /> • <br /> . under the"Termination:for Convenience",clause, without the five day-notice requirement, subject to <br /> • <br /> • . renegotiationunder those new funding limitations and conditions. . <br /> 28. TERMINATION FOR BREACH: By written'notice, WDFW may.terminate the contract, in whole.or <br /> • in part, for failure of the Contractor to perform any of the term and conditions of this contract. In <br /> such.event the Contractor shall be liable for damages as authorized by law including, but not • <br /> • limited to, any cost differencebetween original contract and the replacement or cover contract <br /> and all administrative.costs directly related to the replacement contract, e.g., cost of the <br /> • competitive bidding, mailing, advertising and,stafftime;'provided that'if(I) itis determined for any <br /> reason the Contractor was not in breach, or(ii) theContractor's failure to perform is.without <br /> • <br /> Contractor'sand/or subcontractors control, fault or negligence, the termination-shalt be deemed to <br /> be a Termination for Convenience. . . - <br /> • <br /> 29. TERMINATION FOR CONVENIENCE: Except as otherwise provided in this contacf,WDFW may, <br /> • <br /> by thirty(30)days written notice, beginning on the second day after the mailing, terminate this: <br /> contract in whole'or in part when itis in the best interests of WDFW. If this contract is so <br /> terminated, WDFW shall be liable only for payment in accordance with:the terms-ofthis contract for. <br /> services rendered prior tothe effective date of termination. <br /> 30. . 'TERMINATION PROCEDURE: In the'event that this contract is terminated'for any reason, the <br /> Contractor's exclusive remedy shall be limited to the following: WDFW shall.pay to the Contractor <br /> the agreed upon price, if separately.stated, for completed work and services accepted by WDFW, <br /> . 'and the amount agreed upon by the Contractor and WDFW for(I)Completed work and services for <br /> which no.separateprice is staled, (ii) partially completed work and services,.(iii)other property or <br /> services which are accepted by WDFW,"and (iv) the protection and preservation of property, unless <br /> the-termination is for breach;in which case the Agent shall determine the extent of the-liability:to . <br /> • WDFW. failure to agree with•such'determination shall be a dispute within-the.meaning of the <br /> "Disputes"clause of this contract::WDFW may withhold from any amounts due the Contractor such <br /> sum as the Agent determines to be necessary to protect WDFW against potential.loss or.liability: <br /> . Upon termination of this contract, WDFW, in addition to any-Other rights provided in this contract, <br /> may require the Contractor to deliver to WDFW any property specifically produced.'Or acquired for <br /> .the performance.of such part of this contract as has been terminated.' The provisions of the . <br /> "Treatment of Iriventoriable Equipment" clause shall.apply in such property transfer. <br /> The rights and remedies of WDFW 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 written notice of termination, andexcept as otherwise directed by the Agent, the <br /> Contractor shall; <br /> • <br /> • <br /> 1. Stop-work under the contract on the date, and to the extent specified, in the notice; <br /> • <br /> Revised 10/25/06 • Page 6 of 15 <br /> 119 <br />