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OSOS NO. G-8152 <br />EXHIBIT A <br />17.SUBCONTRACTING <br />Any subcontractor who is not in the employment of Sub-Grantee and is performing all or part of <br />the activities funded under the Grant Agreement may not enter into subcontracts for any of the <br />work contemplated under the Grant Agreement that is not already identified in the Scope of <br />Work or application without obtaining prior written approval of OSOS. <br />18.SUBCONTRACTOR COMPLIANCE <br />In the event Sub-Grantee enters into any subcontract for activities to be performed under the <br />Grant Agreement, Sub-Grantee shall be responsible for subcontractor compliance with every <br />term and condition undertaken by Sub-Grantee and shall ensure that subcontractor spends the <br />funds only for allowable activities. <br />19.TERMINATION <br />A.Termination for Convenience <br />Either party may terminate the Grant Agreement upon a 30 calendar day written notice to the <br />other party. If the Grant Agreement is terminated, the parties shall be liable only for performance <br />rendered or costs incurred in accordance with the terms of the Grant Agreement prior to the <br />effective date of termination. <br />B. Termination for Cause <br />If for any cause, either party does not fulfill its obligation in a timely and proper manner, under <br />the Grant Agreement, or if either party violates any of these terms and conditions, the aggrieved <br />party will give the other party written notice of such failure or violation. The responsible party will <br />be given the opportunity to correct the violation or failure within 15 business days. If failure or <br />violation is not corrected, the Grant Agreement may be terminated immediately by written notice <br />of the aggrieved party to the other. <br />C. Termination Procedure <br />Upon termination of the Grant Agreement, OSOS, in addition to any other rights provided in the <br />Grant Agreement, may require Sub-Grantee to deliver to OSOS any property specifically <br />produced, furnished, or acquired for the performance of such part of the Grant Agreement that <br />has been terminated. <br />OSOS shall pay to Sub-Grantee the agreed upon price, if separately stated, for completed work <br />and service(s) accepted by OSOS and the amount agreed upon by Sub-Grantee and OSOS for <br />completed work and service(s) for which no separate price is stated, partially completed work <br />and service(s), other property or services which are accepted by OSOS, and the protection and <br />preservation of property, unless the termination is for default, in which case OSOS shall <br />determine the extent of the liability of OSOS. Failure to agree with such determination shall be a <br />dispute within the meaning of the “Disputes” clause of this Exhibit A. OSOS may withhold from <br />Sub-Grantee any amounts due as OSOS determines to be necessary to protect OSOS against <br />potential loss or liability. <br />The rights and remedies of OSOS provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under the Grant Agreement. <br />After receipt of a notice of termination, and except as otherwise directed by OSOS, Sub- <br />Grantee shall: <br />Page 5 of 6 <br />DocuSign Envelope ID: 847DFB4D-2FEF-4D0A-B84A-BC59955C7A40