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PART II (of 3 Parts) Terms and Condi~ions Governing Contracts between a Grantee and Contractor for Professional or Technical Services In addition to any conditions specified in Part I, this Contract Is subject to ail of the conditions listed below, Raiver of any of these conditions must be upon the express written approval of an authorized representative of the Department of Economic and COmmunity Development and such waiver sbell be made a part of this Contract. '1. TermlPatlon of ~ontract0 If, through any cause, the C~ntractor shall fail to fulfill in a time'ly and proper manner his obligation under this contract, or if the Contractor shall violate any of the covenants, agreements or stipulations of this Contract, or if the grant under which this Contract is made is terminated by DOE, the Grantee shell thoreupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, If the Contractor is unable or unwilling to cnmply with such additional conditiona as may he lawfully imposed by DOE on the grant or contract under which the Grantee is performing the program to which these professional services are being rendered, the Contractor shall have the right to terminate the Contract by giving written notice to the Grantee, signifying the effective date thereof. In the event of the termination all property and finished or unfinished documents, data, studies, and reports purchased or prepared by the Contractor under this Contract shall, at the option of the Grantee, become its property and the Contractor shall be entitled to compensation for any unreimbursed expenses necessarily incurred in satisfactory performance of the Contract~ Notwithstanding the above, the Contractor shall not bm relieved of liability to the Grantee for damages sustained by the Grantee hy virtue of any breach of COntracts executed under this grant program by the Contractor, and the Grantee may withhold any reimbursement to tbe Contractor for the purpose of set-off against this and/or prior contracts executed under this grant program until such time as the exact amount of damages due the Grantee from the Contractor is agreed upon or otherwise determined. 2. 'Chan eg~. ~ The Grantee may, from time to 'time, request changes in the scope of the .services of the Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the Grantee and the Contractor, must be incorporated in written amendments tn this Contract. 5. Travail Expenses~. If the Contractor is to be reimbursed for travel expenses, and (1) if the Contractor is a public agency, expenses charged for travel shall not exceed those allowable under the customary practice tn the government of which the agency is a part; or (2) if the Contractor is a private agency, expenses' charged for travel shall not exceed those which would be