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14 <br />Area. Termination of work hereunder shall be effected by <br />delivery to the WIA Contractor of a Notice of Termination <br />specifying the extent to which performance of work under the <br />Contract Agreement is terminated and the date upon which such <br />termination becomes effective. In no instance shall a <br />termination for convenience be effective in less than ten <br />(10) days after receipt of notice thereof. <br />After receipt of the Notice of Termination, the WIA <br />Contractor shall cancel outstanding commitments covering the <br />procurement or rental of materials, supplies, equipment and <br />miscellaneous items. In addition, the WIA Contractor shall <br />exercise all reasonable diligence to accomplish the <br />cancellation or diversion of outstanding commitments covering <br />personal services that extend beyond the date of such <br />termination to the extent that they relate to the performance <br />of any work terminated by the notice. With respect to such <br />canceled commitments, the WIA Contractor agrees to: <br />1) Settle all outstanding liabilities and all claims arising <br />out of such cancellation of commitments; or ratify all <br />such settlements; and <br />2) Assign to the Consortium, at the time and to the extent <br />directed by the Consortium, all of the rights, title and <br />interest of the WIA Contractor under the orders <br />subcontractors so terminated. The Consortium /WDB shall <br />have the right, at its discretion, to settle or pay any <br />or all claims arising out of the termination of such <br />orders and subcontracts. <br />B. Termination for Cause: <br />If through any cause, the WIA Contractor shall fail to <br />fulfill in a timely and proper manner its obligation under <br />this Contract, or if the WIA Contractor shall violate any of <br />the covenants, agreements, representations or stipulations of <br />this Contract, the LA shall have the right to terminate this <br />Contract by giving written notice to the WIA Contractor of <br />such termination and specifying the effective date thereof. <br />In such an event, all finished documents and other materials <br />collected or produced under this Contract shall, at the <br />option of the LA, become its property. The WIA Contractor <br />shall be entitled to receive just and equitable compensation <br />for any work satisfactorily performed under this Contract, <br />except to the extent such work must be duplicated in order to <br />complete the Contract. Notwithstanding the foregoing, the <br />WIA Contractor shall not be relieved of liability to the LA <br />for damages sustained by the LA by virtue of any breach of <br />this contract by the WIA Contractor and the LA may withhold <br />payment of any additional sums as security for payment of <br />damages caused by the WIA Contractor's breach, until such <br />time as the exact amount of the damages resulting from such <br />breach is determined. <br />The LA may unilaterally terminate or modify this Contract if <br />necessitated by unavailability of or reduction in funding, <br />and /or nonperformance by the WIA Contractor. <br />Local Workforce Area Contract Agreement Page 13 of 29 <br />Amended 7/14 <br />