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SECTION 19: REMEDIES
<br />19.1 In the event Subrecipient is in default under Section 16 — Subrecipient Default MLE may, at its
<br />option, pursue any or all of the remedies available to it under this Agreement and at law or in
<br />equity, including, but not limited to: (a) termination of this Agreement under Section 22 -
<br />Termination, (b) reducing or withholding payment for work or Work Product that Subrecipient
<br />has failed to deliver within any scheduled completion dates or has performed inadequately or
<br />defectively, (c) requiring Subrecipient to perform, at Subrecipient's expense, additional work
<br />necessary to satisfy its performance obligations or meet performance standards under this
<br />Agreement, (d) initiation of an action or proceeding for damages, specific performance, or
<br />declaratory or injunctive relief, or (e) exercise of its right of recovery of overpayments under
<br />Section 20 — Recovery of Overpayments (which is in addition to the remedies provided in
<br />Section 9.7 - Overpayment), of this Agreement or setoff, or both. These remedies are
<br />cumulative to the extent the remedies are not inconsistent, and MLE may pursue any remedy
<br />or remedies singly, collectively, successively or in any order whatsoever.
<br />19.2 In the event MLE terminates this Agreement under Section 22.1 — Termination for
<br />Convenience, Section 22.2 Termination for Inefficiency, Section 22.3 — Termination Because
<br />of Non -Appropriation or Project Ineligibility, or Section 22.4 — Termination for Default,
<br />Subrecipient's sole monetary remedy will be (a) for work compensable at a stated rate, a claim
<br />for unpaid invoices for work completed and accepted by MLE, for work completed and accepted
<br />by MLE within any limits set forth in this Agreement but not yet invoiced, for authorized
<br />expenses incurred, less any claims MLE has against Subrecipient, and (b) for deliverable -
<br />based work, a claim for the sum designated for completing the deliverable multiplied by the
<br />percentage of work completed on the deliverable and accepted by MLE, for authorized
<br />expenses incurred, less previous amounts paid for the deliverable and any claims that MLE
<br />has against Subrecipient. In no event will MLE be liable to Subrecipient for any expenses
<br />related to termination of this Agreement or for anticipated profits. If previous amounts paid to
<br />Subrecipient exceed the amount due to Subrecipient under this Section 19.2, Subrecipient shall
<br />promptly pay any excess to MLE.
<br />SECTION 20: RECOVERY OF OVERPAYMENTS
<br />In addition to the remedies provided in Section 9.7 - Overpayment, if payments to Subrecipient
<br />under this Agreement, or any other agreement between MLE and Subrecipient, exceed the amount
<br />to which Subrecipient is entitled, MLE will not reimburse any further claims. In addition, MLE will
<br />require repayment of any over payments as reflected in Section 9.7 of this agreement. may, after
<br />notifying Subrecipient in writing, withhold from payments due Subrecipient under this Agreement,
<br />such amounts, over such periods of times, as are necessary to recover the amount of the
<br />overpayment.
<br />SECTION 21: LIABILITY
<br />THE SUBRECIPIENT SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR
<br />OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
<br />REGARDLESS OF WHETHER THE LIABILITY CLAIM IS BASED IN CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE.
<br />NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING SOLELY
<br />FROM THE TERMINATION, EXPIRATION, OR SUSPENSION OF THIS AGREEMENT IN
<br />ACCORDANCE WITH ITS TERMS.
<br />MLE 123-401 Subrecipient Agreement - Boating Program (FFA Grant Award) Page 18 of 35
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