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compliance breach, pending corrective action by the Subrecipient, if allowed, or pending a decision by
<br /> the County to terminate the Agreement in whole or in part.
<br /> In the event of termination,the Subrecipient shall be liable for all damages as authorized by law, including,
<br /> but not limited to, any cost difference between the original Agreement and the replacement or cover
<br /> Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of
<br /> administering the competitive solicitation process, mailing, advertising and other associated staff time.
<br /> The rights and remedies of the County provided for in this section shall not be exclusive and are in
<br /> addition to any other rights and remedies provided by law.
<br /> If it is determined that the Subrecipient: (1) was not in default or material breach, or(2) failure to perform
<br /> was outside of the Subrecipient's control, fault or negligence, the termination shall be deemed to be a
<br /> "Termination for Convenience".
<br /> A.33 TERMINATION PROCEDURES
<br /> In addition to the procedures set forth below, if the County terminates this Agreement, the Subrecipient
<br /> shall follow any procedures specified in the termination notice. Upon termination of this Agreement and
<br /> in addition to any other rights provided in this Agreement, the County may require the Subrecipient to
<br /> deliver to the County any property specifically produced or acquired for the performance of such part of
<br /> this Agreement as has been terminated.
<br /> If the termination is for convenience, the County shall pay to the Subrecipient as an agreed upon price,
<br /> if separately stated, for properly authorized and completed work and services rendered or goods
<br /> delivered to and accepted by the County prior to the effective date of Agreement termination, the
<br /> amount agreed upon by the Subrecipient and the County for (i) completed work and services and/or
<br /> equipment or supplies provided for which no separate price is stated, (ii) partially completed work and
<br /> services and/or equipment or supplies provided which are accepted by the County, (iii) other work,
<br /> services and/or equipment or supplies which are accepted by the County, and (iv) the protection and
<br /> preservation of property.
<br /> Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of
<br /> this Agreement. If the termination is for cause, the County shall determine the extent of the liability of
<br /> the County. The County shall have no other obligation to the Subrecipient for termination. The County
<br /> may withhold from any amounts due the Subrecipient such sum as the County determines to be
<br /> necessary to protect the County against potential loss or liability.
<br /> The rights and remedies of the County provided in this Agreement shall not be exclusive and are in
<br /> addition to any other rights and remedies provided by law.
<br /> After receipt of a notice of termination, and except as otherwise directed by the County in writing, the
<br /> Subrecipient shall:
<br /> a. Stop work under the Agreement on the date, and to the extent specified, in the notice;
<br /> b. Place no further orders or contracts for materials, services, supplies, equipment and/or facilities
<br /> in relation to this Agreement except as may be necessary for completion of such portion of the
<br /> work under the Agreement as is not terminated;
<br /> c. Assign to the County, in the manner, at the times, and to the extent directed by the County, all of
<br /> the rights, title, and interest of the Subrecipient under the orders and contracts so terminated, in
<br /> which case the County has the right, at its discretion, to settle or pay any or all claims arising out
<br /> of the termination of such orders and contracts;
<br /> d. Settle all outstanding liabilities and all claims arising out of such termination of orders and
<br /> contracts, with the approval or ratification of the County to the extent the County may require,
<br /> which approval or ratification shall be final for all the purposes of this clause;
<br /> e. Transfer title to the County and deliver in the manner, at the times, and to the extent directed by
<br /> the County any property which, if the Agreement had been completed, would have been required
<br /> to be furnished to the County;
<br /> f. Complete performance of such part of the work as shall not have been terminated by the County
<br /> in compliance with all contractual requirements; and
<br /> g. Take such action as may be necessary, or as the County may require, for the protection and
<br /> preservation of the property related to this Agreement which is in the possession of the
<br /> Subrecipient and in which the County has or may acquire an interest.
<br /> h.
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