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27 <br />44. TERMINATION FOR CAUSE <br />In the event COMMERCE determines the GRANTEE has failed to comply with the conditions of <br />this Grant Agreement in a timely manner, COMMERCE has the right to suspend or terminate this <br />Grant Agreement. Before suspending or terminating the Grant Agreement, COMMERCE shall <br />notify the GRANTEE in writing of the need to take corrective action. If corrective action is not taken <br />within 30 calendar days, the Grant Agreement may be terminated or suspended. <br />In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized <br />by law including, but not limited to, any cost difference between the original Grant Agreement and <br />the replacement or cover Grant Agreement and all administrative costs directly related to the <br />replacement Grant Agreement (e.g., cost of the competitive bidding, mailing, advertising and staff <br />time). <br />COMMERCE reserves the right to suspend all or part of the Grant Agreement, withhold further <br />payments, or prohibit the GRANTEE from incurring additional obligations of funds during <br />investigation of the alleged compliance breach and pending corrective action by the GRANTEE or <br />a decision by COMMERCE to terminate the Grant Agreement. A termination shall be deemed a <br />“Termination for Convenience” under General Terms and Conditions Section 45 (Termination for <br />Convenience) if it is determined that the GRANTEE: (1) was not in default; or (2) failure to perform <br />was outside of his or her control, fault or negligence. <br />The rights and remedies of COMMERCE provided in this Grant Agreement are not exclusive and <br />are in addition to any other rights and remedies provided by law. <br />45. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this Grant Agreement, COMMERCE may, by 10 business days <br />written notice, beginning on the second day after the mailing, terminate this Grant Agreement, in <br />whole or in part. If this Grant Agreement is so terminated, COMMERCE shall be liable only for <br />payment required under the terms of this Grant Agreement for services rendered or goods delivered <br />prior to the effective date of termination. <br />46. TERMINATION PROCEDURES <br />Upon termination of this Grant Agreement, COMMERCE, in addition to any other rights provided <br />in this Grant Agreement, may require the GRANTEE to deliver to COMMERCE any property <br />specifically produced or acquired for the performance of such part of this Grant Agreement as has <br />been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property <br />transfer. <br />COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed <br />work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, <br />and (iv) the protection and preservation of property, unless the termination is for default, in which <br />case the Authorized Representative shall determine the extent of the liability of COMMERCE. <br />Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" <br />clause of this Grant Agreement. COMMERCE may withhold from any amounts due the GRANTEE <br />such sum as the Authorized Representative determines to be necessary to protect COMMERCE <br />against potential loss or liability. <br />The rights and remedies of COMMERCE provided in this Section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this Grant Agreement. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the GRANTEE shall: <br />Docusign Envelope ID: 9B889CF2-7957-48F2-B06A-301BAAA8C3CA