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<br />AWC shall pay to the Subgrantee (solely from and to the extent of funds provided by Commerce for this purpose) the
<br />agreed upon price, if separately stated, for completed work and services accepted by Commerce, and the amount
<br />agreed upon by the Subgrantee and Commerce for (i) completed work and services for which no separate price is
<br />stated, (ii) partially completed work and services, (iii) other property or services that are accepted by Commerce, and
<br />(iv) the protection and preservation of property, unless the termination is for default, in which case the Director of
<br />Commerce shall determine the extent of the liability of Commerce. Failure to agree with such determination shall be a
<br />dispute within the meaning of the “Disputes” clause of this Subgrant. AWC may withhold from any amounts due the
<br />Subgrantee such sum as AWC determines to be necessary to protect AWC and Commerce against potential loss or
<br />liability.
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<br />The rights and remedies of Commerce provided in this section shall not be exclusive and are in addition to any other
<br />rights and remedies provided by law or under this Subgrant.
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<br />After receipt of a notice of termination, and except as otherwise directed by Commerce or the AWC, the Subgrantee
<br />shall:
<br />A. Stop work under the Subgrant on the date, and to the extent specified, in the notice;
<br />B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary
<br />for completion of such portion of the work under the Subgrant that is not terminated;
<br />C. Assign to Commerce, in the manner, at the times, and to the extent directed by the Authorized Representative, all
<br />of the rights, title, and interest of the Subgrantee under the orders and subgrants/subcontracts so terminated, in
<br />which case Commerce has the right, at its discretion, to settle or pay any or all claims arising out of the termination
<br />of such orders and subgrants/subcontracts;
<br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subgrants/subcontracts,
<br />with the approval or ratification of Commerce to the extent Commerce may require, which approval or ratification
<br />shall be final for all the purposes of this clause;
<br />E. Transfer title to C ommerce and deliver in the manner, at the times, and to the extent directed by Commerce any
<br />property which, if the Subgrant had been completed, would have been required to be furnished to C ommerce;
<br />F. Complete performance of such part of the work as shall not have been terminated by Commerce; and
<br />G. Take such action as may be necessary, or as Commerce may direct, for the protection and preservation of the
<br />property related to this Subgrant, which is in the possession of the Subgrantee and in which C ommerce has or may
<br />acquire an interest.
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<br />38. TREATMENT OF ASSETS
<br />Title to all property furnished by Commerce shall remain in Commerce. Title to all property furnished by the
<br />Subgrantee, for the cost of which the Subgrantee is entitled to be reimbursed as a direct item of cost under this
<br />Subgrant, shall pass to and vest in Commerce upon delivery of such property by the Subgrantee. Title to other
<br />property, the cost of which is reimbursable to the Subgrantee under this Subgrant, shall pass to and vest in
<br />Commerce upon (i) issuance for use of such property in the performance of this Subgrant, or (ii) commencement of
<br />use of such property in the performance of this Subgrant, or (iii) reimbursement of the cost thereof by AWC or
<br />Commerce in whole or in part, whichever first occurs.
<br />A. Any property of AWC or Commerce furnished to the Subgrantee shall, unless otherwise provided herein or approved
<br />by AWC or Commerce, as applicable, be used only for the performance of this Subgrant.
<br />B. The Subgrantee shall be responsible for any loss or damage to property of AWC or Commerce that results from the
<br />negligence of the Subgrantee or which results from the failure on the part of the Subgrantee to maintain and
<br />administer that property in accordance with sound management practices.
<br />C. If any AWC or Commerce property is lost, destroyed or damaged, the Subgrantee shall immediately notify AWC or
<br />Commerce, as applicable, and shall take all reasonable steps to protect the property from further damage.
<br />D. The Subgrantee shall surrender to AWC all property of AWC and shall surrender to Commerce all property of
<br />Commerce prior to settlement upon completion, termination or cancellation of this Subgrant.
<br />E. All reference to the Subgrantee under this clause shall also include Subgrantee’s employees, agents or
<br />Subgrantees/Subcontractors.
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<br />39. WAIVER
<br />Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver
<br />shall not be construed to be a modification of the terms of this Subgrant unless stated to be such in writing and signed
<br />by AWC.
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<br />40. THIRD PARTY BENEFICIARY
<br />Commerce is a third-party beneficiary of this Subgrant and shall have the right to enforce this Subgrant directly
<br />against the Subgrantee.
<br />Docusign Envelope ID: E11F3824-B57B-4827-BEDB-7B35A1462326
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