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Page 18 of 27 <br />B.Consultant must give the Diversion Authority notice immediately if Consultant breaches, <br />or if a third party claim or dispute is brought or threatened that alleges facts that would <br />constitute a breach under this Agreement. <br />C.The parties will use their Best Efforts to resolve amicably any dispute, including use of <br />alternative dispute resolution options. <br />D.All remedies provided for in this Agreement may be exercised individually or in <br />combination with any other available remedy. <br />36.TERMINATION. <br />A.Either party may terminate this Agreement, in whole or in part, for cause if either party <br />fails substantially to perform through no fault of the other and does not commence <br />correction of such nonperformance within twenty (20) days of written notice and <br />diligently complete the correction thereafter. <br />B.The Diversion Authority may terminate this Agreement, in whole or in part, or modify <br />or limit Consultant’s services, and proportionately, Consultant’s compensation, if: <br />(1)The Diversion Authority determines that having Consultant provide services has <br />become infeasible due to changes in applicable laws or regulations, or <br />(2)Expected or actual funding to compensate Consultant is withdrawn, reduced, or <br />limited. <br />C.Either party may terminate this Agreement, in whole or in part, for any or no reason <br />upon thirty (30) days’ written notice. <br />D.On termination, Consultant will be paid for all authorized services performed up to the <br />termination date plus termination expenses, such as, but not limited to, reassignment of <br />personnel, subcontract termination costs, and related closeout costs. <br />E.In the event a federal or state tax or employment agency concludes that an independent <br />contractor relationship does not exist, either Consultant or the Diversion Authority may <br />terminate this Agreement immediately upon written notice. <br />F.Upon receipt of any termination notice from the Diversion Authority related to any <br />specific Task Order, Consultant must promptly discontinue all affected services under <br />the Task Order unless the parties mutually agree otherwise. <br />G.Upon the end date of the Agreement, which is the date when this Agreement as a whole, <br />along with any pending Task Orders, expires or are terminated pursuant to their terms: <br />(1)The Diversion Authority will be released from compensating Consultant for <br />services other than those Consultant satisfactorily performed prior to the end date.DRAFT