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<br />MLE 325-178 Subrecipient Agreement - Boating Program (FFA Grant Award) Page 18 of 35 <br />that Subrecipient has failed to deliver within any scheduled completion dates or has <br />performed inadequately or defectively, (c) requiring Subrecipient to perform, at <br />Subrecipient’s expense, additional work necessary to satisfy its performance obligations or <br />meet performance standards under this Agreement, (d) initiation of an action or proceeding <br />for damages, specific performance, or declaratory or injunctive relief, or (e) exercise of its <br />right of recovery of overpayments under Section 20 – Recovery of Overpayments (which <br />is in addition to the remedies provided in Section 9.7 - Overpayment), of this Agreement or <br />setoff, or both. These remedies are cumulative to the extent the remedies are not <br />inconsistent, and MLE may pursue any remedy or remedies singly, collectively, <br />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 <br />Because of Non-Appropriation or Project Ineligibility, or Section 22.4 – Termination for <br />Default, Subrecipient’s sole monetary remedy will be (a) for work compensable at a stated <br />rate, a claim for unpaid invoices for work completed and accepted by MLE, for work <br />completed and accepted by MLE within any limits set forth in this Agreement but not yet <br />invoiced, for authorized expenses incurred, less any claims MLE has against Subrecipient, <br />and (b) for deliverable-based work, a claim for the sum designated for completing the <br />deliverable multiplied by the percentage of work completed on the deliverable and <br />accepted by MLE, for authorized expenses incurred, less previous amounts paid for the <br />deliverable and any claims that MLE has against Subrecipient. In no event will MLE be <br />liable to Subrecipient for any expenses related to termination of this Agreement or for <br />anticipated profits. If previous amounts paid to Subrecipient exceed the amount due to <br />Subrecipient under this Section 19.2, Subrecipient shall 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 <br />amount to which Subrecipient is entitled, MLE will not reimburse any further claims. In addition, <br />MLE will require repayment of any over payments as reflected in Section 9.7 of this agreement. <br />may, after notifying Subrecipient in writing, withhold from payments due Subrecipient under this <br />Agreement, such amounts, over such periods of times, as are necessary to recover the amount <br />of the 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 />SECTION 22: TERMINATION <br />22.1 Termination for Convenience. The Subrecipient may terminate this Agreement at any <br />time upon thirty (30) days prior written notice to MLE; provided, however, that the