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investigation of the alleged compliance breach, pending corrective action by the SUBRECIPIENT, if
<br /> allowed, or pending a decision by the DEPARTMENT 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,
<br /> including but not limited to, any cost difference between the original Agreement and the replacement or
<br /> cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost
<br /> of administering the competitive solicitation process, mailing, advertising and other associated staff
<br /> time. The rights and remedies of the DEPARTMENT provided for in this section shall not be exclusive
<br /> and are in 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
<br /> perform was outside of the SUBRECIPIENT's control, fault or negligence, the termination shall be
<br /> deemed to be a "Termination for Convenience".
<br /> A.38 TERMINATION PROCEDURES
<br /> In addition to the procedures set forth below, if the DEPARTMENT terminates this Agreement, the
<br /> SUBRECIPIENT shall follow any procedures specified in the termination notice. Upon termination of
<br /> this Agreement and in addition to any other rights provided in this Agreement, the DEPARTMENT may
<br /> require the SUBRECIPIENT to deliver to the DEPARTMENT any property specifically produced or
<br /> acquired for the performance of such part of this Agreement as has been terminated.
<br /> If the termination is for convenience, the DEPARTMENT shall pay to the SUBRECIPIENT the agreed
<br /> upon price, if separately stated, for properly authorized and completed work and services rendered or
<br /> goods delivered to and accepted by the DEPARTMENT prior to the effective date of Agreement
<br /> termination, and the amount agreed upon by the SUBRECIPIENT and the DEPARTMENT for (i)
<br /> completed work and services and/or equipment or supplies provided for which no separate price is
<br /> stated, (ii) partially completed work and services and/or equipment or supplies provided which are
<br /> accepted by the DEPARTMENT, (iii) other work, services and/or equipment or supplies which are
<br /> accepted by the DEPARTMENT, and (iv) the protection and 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 DEPARTMENT shall determine the extent of the
<br /> liability of the DEPARTMENT. The DEPARTMENT shall have no other obligation to the
<br /> SUBRECIPIENT for termination. The DEPARTMENT may withhold from any amounts due the
<br /> SUBRECIPIENT such sum as the DEPARTMENT determines to be necessary to protect the
<br /> DEPARTMENT against potential loss or liability.
<br /> The rights and remedies of the DEPARTMENT provided in this Agreement shall not be exclusive and
<br /> are in 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 DEPARTMENT in
<br /> writing, the 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 sub-contracts for materials, services, supplies, equipment and/or
<br /> facilities in relation to this Agreement except as may be necessary for completion of such
<br /> portion of the work under the Agreement as is not terminated;
<br /> c. Assign to the DEPARTMENT, in the manner, at the times, and to the extent directed by the
<br /> DEPARTMENT, all of the rights, title, and interest of the SUBRECIPIENT under the orders and
<br /> sub-contracts so terminated, in which case the DEPARTMENT has the right, at its discretion, to
<br /> settle or pay any or all claims arising out 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 sub-
<br /> contracts, with the approval or ratification of the DEPARTMENT to the extent the
<br /> DEPARTMENT may require, which approval or ratification shall be final for all the purposes of
<br /> this clause;
<br /> e. Transfer title to the DEPARTMENT and deliver in the manner, at the times, and to the extent
<br /> directed by the DEPATMENT any property which, if the Agreement had been completed, would
<br /> have been required to be furnished to the DEPARTMENT;
<br /> f. Complete performance of such part of the work as shall not have been terminated by the
<br /> DEPARTMENT in compliance with all contractual requirements; and
<br /> Public Assistance Grant Agreement Page 19 of 21 City of Everett, D20-122
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