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the performance of any work terminated by the notice. With respect to such canceled <br />commitments, the Contractor agrees to: <br />1) Settle all outstanding liabilities and all claims arising out of such cancellation of <br />commitments, or ratify all such settlements; and <br />2) Assign to the RPWDB, at the time and to the extent directed by the RPWDB, all of <br />the rights, title and interest of the Contractor under the orders subcontractors so <br />terminated. The RPWDB shall have the right, at its discretion, to settle or pay any or <br />all claims arising out of the termination of such orders and subcontracts. <br />B. Termination for Cause: <br />If through any cause, the Contractor shall fail to fulfill in a timely and proper manner its <br />obligation under this Contract, or if the Contractor shall violate any of the covenants, <br />agreements, representations or stipulations of this Contract, the LA shall have the right <br />to terminate this Contract by giving written notice to the Contractor of such termination <br />and specifying the effective date thereof. In such an event, all finished documents and <br />other materials collected or produced under this Contract shall, at the option of the LA, <br />become its property. The Contractor shall be entitled to receive just and equitable <br />compensation for any work satisfactorily performed under this Contract, except to the <br />extent such work must be duplicated in order to complete the Contract. Notwithstanding <br />the foregoing, the Contractor shall not be relieved of liability to the LA for damages <br />sustained by the LA by virtue of any breach of this contract by the Contractor and the <br />LA may withhold payment of any additional sums as security for payment of damages <br />caused by the Contractor's breach, until such time as the exact amount of the damages <br />resulting from such breach is determined. The LA may unilaterally terminate or modify <br />this Contract if necessitated by unavailability of or reduction in funding, and/or <br />nonperformance by the Contractor. <br />25. EXTENSION OF CONTRACT: <br />The LA may extend a contract for an additional year through a contract amendment. <br />26. SEVERABILITY: DISCRETION OF RPWD: OPEN MEETINGS LAW: <br />In the event any provision of this Contract shall be considered unlawful or without effect, it <br />shall be considered severable and shall not affect the remainder of the Contract. The LA <br />shall have the power and discretion to enforce any provision of this Contract and to select <br />from among its many remedies under this Contract and at law. The failure of the LA to <br />enforce a provision shall not constitute waiver of the provision of the Contract. <br />Action taken by the Contractor or its sub - recipients in violation of any applicable provision <br />of the state open meetings law shall not be valid. <br />27. SANTIONS: FINANCIAL LIABILITY: <br />The Contractor is responsible for all funds received under this Contract. Funds generated <br />from activities funded under this Contract are program income. Program income and <br />interest on funds received under this Contract must be used under this Contract for all <br />purposes. <br />Regional Partnership Workforce Development Board <br />(Rev. 6/7/17) Page 12 <br />