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cover Agreement and V administrative costs directly related to( ' replacement Agreement, e.g., cost <br /> of administering the competitive solicitation process, mailing, auvertising 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.38 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 the agreed <br /> upon price, if separately stated, for properly authorized and completed work and services rendered or <br /> goods delivered to and accepted by the DEPARTMENT prior to the effective date of Agreement <br /> termination, and the amount agreed upon by the SUBRECIPIENT and the DEPARTMENT for (i) <br /> completed work and services and/or equipment or supplies provided for which no separate price is <br /> stated, (ii) partially completed work and services and/or equipment or supplies provided which are <br /> accepted by the DEPARTMENT, (iii) other work, services and/or equipment or supplies which are <br /> accepted by the 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 /> b. Place no further orders or sub-contracts for materials, services, supplies, equipment and/or <br /> facilities in relation to this Agreement except as may be necessary for completion of such <br /> portion of the work under the Agreement as is not terminated; <br /> c. Assign to the DEPARTMENT, in the manner, at the times, and to the extent directed by the <br /> DEPARTMENT, all of the rights, title, and interest of the SUBRECIPIENT under the orders and <br /> sub-contracts so terminated, in which case the DEPARTMENT has the right, at its discretion, to <br /> settle or pay any or all claims arising out of the termination of such orders and contracts; <br /> d. Settle all outstanding liabilities and all claims arising out of such termination of orders and sub- <br /> contracts, with the approval or ratification of the DEPARTMENT to the extent the <br /> DEPARTMENT may require, which approval or ratification shall be final for all the purposes of <br /> this clause; <br /> e. Transfer title to the DEPARTMENT and deliver in the manner, at the times, and to the extent <br /> directed by the DEPATMENT any property which, if the Agreement had been completed, would <br /> have been required to be furnished to the DEPARTMENT; <br /> f. Complete performance of such part of the work as shall not have been terminated by the <br /> DEPARTMENT in compliance with all contractual requirements; and <br /> g. Take such action as may be necessary, or as the DEPARTMENT may require, for the protection <br /> and preservation of the property related to this Agreement which is in the possession of the <br /> SUBRECIPIENT and in which the DEPARTMENT has or may acquire an interest. <br /> Public Assistance Grant Agreement Page 19 of 21 City of Everett, D16-640 <br />