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8 <br />Contract No. TJCOG-CBS-004 <br />places, available for employees and applicants for employment, notices to be provided by the State setting forth <br />the provisions of the nondiscrimination clause. <br />Failure to comply with the conditions of this clause may result in the declaration of Contractor ineligibility, the <br />termination of this Agreement, or the withholding of funds. <br />ARTICLE 9. SMALL BUSINESS AND MINORITY OWNED BUSINESSES <br />The Contractor shall make positive efforts to utilize small business and minority-owned business sources of <br />supplies and services. Such efforts should allow these sources the maximum feasrble opportunity to compete for <br />contracts or subcontracts to be performed utilizing state or federal funds. <br />ARTICLE 10. TERMINATION AT WILL <br />TJCOG may terminate this Agreement at any time at its sole discretion upon thirty (30) days written notice to <br />the Contractor. Upon termination, TJCOG's liability shall be limited to the actual costs incurred in carrying out <br />the project as of the date of termination plus any termination expenses having prior written approval of TJCOG. <br />The Contractor may request, in writing, to terminate this Agreement. At its discretion, TJCOG may approve the <br />termination request. If the termination request is approved, TJCOG and the Contractor shall mutually agree <br />upon the termination date. Upon termination the Contractor shall refund to TJCOG any payment made by <br />TJCOG to the Contractor which exceeds actual costs incurred in carrying out the project as of the date of <br />termination. <br />ARTICLE 11. TERMINATION FOR. NONAPPROPRIATION <br />The parties reserve the right to terminate this Agreement in whole or in part without penalty due to non- <br />appropriation of necessary funds with thirty (30) days prior written notice. <br />ARTICLE 12. CANCELLATION FOR CAUSE <br />TJCOG may cancel this Agreement if, through any cause, the Contractor fails to fulfill its obligations hereunder <br />in a timely and proper manner, or violates any of the provisions of this Agreement. TJCOG shall give the <br />Contractor 30 days written notice of its intent to cancel under this provision. TJCOG may allow the Contractor <br />time to cure any default or violation at its sole discretion. Upon cancellation, TJCOG's liability shall be limited <br />to any undisputed costs incurred in carrying out the project as of the date of cancellation. In the event this <br />Agreement is canceled by TJCOG, the Contractor shall refund to TJCOG any payment made by TJCOG to the <br />Contractor which exceeds actual costs incurred in carrying out the project as of the date of cancellation. <br />ARTICLE 13. FAILURE TO PERFORM <br />TJCOG reserves the right to suspend payment of funds if required reports are not provided to TJCOG on a <br />timely basis or if performance of contracted activities is not evidenced. TJCOG further reserves the right to <br />suspend payment of funds under this Agreement if there are deficiencies related to the required reports or if <br />performance of contracted activities is not evidenced on other contracts between TJCOG and the Contractor in <br />whole or in part. <br />The Contractor's management and financial capability including, but not limited to, audit results and <br />performance may be taken into consideration in any or all future determinations by TJCOG and may be a factor <br />in a decision to withhold payment and may be cause for termination of this Agreement. <br />ARTICLE 14. PUBLICATIONS <br />The Contractor may publish materials produced under this Agreement subject to the following conditions: <br />Page 4 of 34 <br />