2014/07/16 Council Agenda Packet

any laws or regulations that render the Subgrantee unable to perform any aspect of the Grant Agreement, or has violated any of the covenants, agreements or stipulations of this Grant Agreement, the County has the right to immediately suspend or terminate this Grant Agreement in whole or in part. The County may notify the Subgrantee in writing of the need to take corrective action and provide a period of time in which to cure. The County is not required to allow the Subgrantee an opportunity to cure if it is not feasible as determined solely within the County's discretion. Any time allowed for cure shall not diminish or eliminate the Subgrantee liability for damages or otherwise affect any other remedies available to the County. If the County allows the Subgrantee an opportunity to cure, the County shall notify the Subgrantee in writing of the need to take corrective action. If the corrective action is not taken within ten (10) calendar days or as otherwise specified by the County, or if such corrective action is deemed by the County to be insufficient, the Grant Agreement may be terminated in whole or in part. The County reserves the right to suspend all or part of the Grant Agreement, withhold further payments, or prohibit the Subgrantee from incurring additional obligations of funds during investigation of the alleged compliance breach, pending corrective action by the Subgrantee, if allowed, or pending a decision by the County to terminate the Grant Agreement in whole or in part. In the event of termination, the Subgrantee shall be liable for all damages as authorized by law, including but not limited to, any cost difference between the original Grant Agreement and the replacement or cover Grant Agreement and all administrative costs directly related to the replacement Grant Agreement, e.g., cost of administering the competitive solicitation process, mailing, advertising and other associated staff time. The rights and remedies of the County provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. If it is determined that the Subgrantee: (1) was not in default or material breach, or (2) failure to perform was outside of the Subgrantee's control, fault or negligence, the termination shall be deemed to be a "Termination for Convenience". A.33 TERMINATION PROCEDURES In addition to the procedures set forth below, if the County terminates this Grant Agreement, the Subgrantee shall follow any procedures specified in the termination notice. Upon termination of this Grant Agreement and in addition to any other rights provided in this Grant Agreement, the County may require the Subgrantee to deliver to the County any property specifically produced or acquired for the performance of such part of this Grant Agreement as has been terminated. If the termination is for convenience, the County shall pay to the Subgrantee agreed upon price, if separately stated, for properly authorized and completed work and services rendered or goods delivered to and accepted by the County prior to the effective date of Grant Agreement termination, and the amount agreed upon by the Subgrantee and the County for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepted by the County, (iii) other work, services and/or equipment or supplies which are accepted by the County, and (iv) the protection and preservation of property. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this Grant Agreement. If the termination is for cause, the County shall determine the extent of the liability of the County. The County shall have no other obligation to the Subgrantee for termination. The County may withhold from any amounts due the Subgrantee such sum as the County determines to be necessary to protect the County against potential loss or liability. The rights and remedies of the County provided in this Grant Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law. SHSP-FFY 12 Page 18 of 25 E13-152 — Everett -DEM 57