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. rendet the SUBRECIPIENT unable to perform any aspect of the Agreement, or has violated any of the <br /> covenants, agreements or stipulations of this Agreement, the DEPARTMENT has the right to <br /> immediately suspend or terminate this Agreement in whole or in part. <br /> The DEPARTMENT may notify the SUBRECIPIENT in writing of the need to take corrective action and <br /> provide a period of time in which to cure. The DEPARTMENT is not required to allow the <br /> SUBRECIPIENT an opportunity to cure if it is not feasible as determined solely within the <br /> DEPARTMENT's discretion. Any time allowed for cure shall not diminish or eliminate the <br /> SUBRECIPIENT liability for damages or otherwise affect any other remedies available to the <br /> DEPARTMENT. If the DEPARTMENT allows the SUBRECIPIENT an opportunity to cure, the <br /> DEPARTMENT shall notify the SUBRECIPIENT in writing of the need to take corrective action. If the <br /> corrective action is not taken within ten (10) calendar days or as otherwise specified by the <br /> DEPARTMENT, or if such corrective action is deemed by the DEPARTMENT to be insufficient, the <br /> Agreement may be terminated in whole or in part. <br /> The DEPARTMENT reserves the right to suspend all or part of the Agreement, withhold further <br /> payments, or prohibit the SUBRECIPIENT from incurring additional obligations of funds during <br /> investigation of the alleged compliance breach, pending corrective action by the SUBRECIPIENT, if <br /> allowed, or pending a decision by the DEPARTMENT to terminate the Agreement in whole or in part. <br /> In the event of termination, the SUBRECIPIENT shall be liable for all damages as authorized by law, <br /> including but not limited to, any cost difference between the original Agreement and the replacement or <br /> cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost <br /> of administering the competitive solicitation process, mailing, advertising and other associated staff <br /> time. The rights and remedies of the DEPARTMENT provided for in this section shall not be exclusive <br /> and are in addition to any other rights and remedies provided by law. <br /> If it is determined that the SUBRECIPIENT: (1) was not in default or material breach, or (2) failure to <br /> perform was outside of the SUBRECIPIENT's control, fault or negligence, the termination shall be <br /> deemed to be a "Termination for Convenience". <br /> A.36 TERMINATION PROCEDURES <br /> In addition to the procedures set forth below, if the DEPARTMENT terminates this Agreement, the <br /> SUBRECIPIENT shall follow any procedures specified in the termination notice. Upon termination of <br /> this Agreement and in addition to any other rights provided in this Agreement, the DEPARTMENT may <br /> require the SUBRECIPIENT to deliver to the DEPARTMENT any property specifically produced or <br /> acquired for the performance of such part of this Agreement as has been terminated. <br /> If the termination is for convenience, the DEPARTMENT shall pay to the SUBRECIPIENT agreed upon <br /> price, if separately stated, for properly authorized and completed work and services rendered or goods <br /> delivered to and accepted by the DEPARTMENT prior to the effective date of Agreement termination, <br /> and the amount agreed upon by the SUBRECIPIENT and the DEPARTMENT for (i) completed work <br /> and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially <br /> completed work and services and/or equipment or supplies provided which are accepted by the <br /> DEPARTMENT, (iii) other work, services and/or equipment or supplies which are accepted by the <br /> DEPARTMENT, and (iv) the protection and preservation of property. <br /> Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of <br /> this Agreement. If the termination is for cause, the DEPARTMENT shall determine the extent of the <br /> liability of the DEPARTMENT. The DEPARTMENT shall have no other obligation to the <br /> SUBRECIPIENT for termination. The DEPARTMENT may withhold from any amounts due the <br /> SUBRECIPIENT such sum as the DEPARTMENT determines to be necessary to protect the <br /> DEPARTMENT against potential loss or liability. <br /> The rights and remedies of the DEPARTMENT provided in this Agreement shall not be exclusive and <br /> are in addition to any other rights and remedies provided by law. <br /> After receipt of a notice of termination, and except as otherwise directed by the DEPARTMENT in <br /> writing, the SUBRECIPIENT shall: <br /> a. Stop work under the Agreement on the date, and to the extent specified, in the notice; <br /> 15PDM Page 20 of 27 City of Everett Office of Emergency Management, E17-102 <br />