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Exhibit A OSOS No. -2639 <br /> TERMINATION <br /> Termination for Convenience <br /> Either party may terminate this Grant Agreement upon 30 days prior written notification to the <br /> other party. If this Grant Agreement is so terminated, the parties shall be liable only for <br /> performance rendered or costs incurred in accordance with the terms of this Grant Agreement <br /> prior to the effective date of termination. <br /> Termination for Cause <br /> If for any cause, either party does not fulfill in a timely and proper manner its obligations under this <br /> Grant Agreement, or if either party violates any of these terms and conditions, the aggrieved party <br /> will give the other party written notice of such failure or violation. The responsible party will be <br /> given the opportunity to correct the violation or failure within 15 working days. If failure or violation <br /> is not corrected, this Grant Agreement may be terminated immediately by written notice of the <br /> aggrieved party to the other. <br /> Termination Procedure <br /> Upon termination of this Grant Agreement, the OSOS/WSL, in addition to any other rights provided <br /> in this contract, may require the Sub-Grantee to deliver to the OSOS/WSL any property specifically <br /> produced, furl 11sl ied, or acquired for',hie performance i jai Ice of.such part of Li its contract act as has been <br /> n <br /> terminated. <br /> The OSOS/WSL shall pay to the Sub-Grantee the agreed upon price, if separately stated, for <br /> completed work and service(s) accepted by the OSOS/WSL and the amount agreed upon by the <br /> Sub-Grantee and the OSOSNVSL for (i) completed work and service(s) for which no separate <br /> price is stated, (ii) partially completed work and service(s), (iii) other property or services which are <br /> accepted by the OSOS/WSL, and (iv) the protection and preservation of property, unless the <br /> termination is for default, in which case the Secretary of State shall determine the extent of the <br /> liability of the OSOS/WSL. Failure to agree with such determination shall be a dispute within the <br /> meaning of the "Disputes" clause of this contract. The OSOS/WSL may withhold from any <br /> amounts due the Sub-Grantee such sum as the Secretary of State determines to be necessary to <br /> protect the OSOS/WSL against potential loss or liability. <br /> The rights and remedies of the OSOS/WSL provided in this section shall not be exclusive and are <br /> in addition to any other rights and remedies provided by law or under this contract. <br /> After receipt of a notice of termination, and except as otherwise directed by the Secretary of State, <br /> the Sub-Grantee shall: <br /> • Stop work under the contract on the date, and to the extent specified, in the notice; <br /> • Place no further orders or subcontracts for materials, services, or facilities except as may <br /> be necessary for completion of such portion of the work under the contract as is not <br /> terminated; <br /> • Assign to the OSOS/WSL in the manner, at the times, and to the extent directed by the <br /> Secretary of State, all of the rights, title, and interest of the Sub-Grantee under the orders <br /> and subcontracts so terminated, in which case the OSOS/WSL has the right, at its <br /> discretion, to settle or pay any or all claims arising out of the termination of such orders and <br /> subcontracts. <br /> � 8 <br /> Page 6 of 9 <br />