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17 <br /> If the termination is for convenience,.the Department shall pay to the Sub-grantee the 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 Grant Agreement termination, <br /> and the amount agreed-upon by the Sub-grantee'and the Department for (i) completed work and <br /> 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 areaccepted 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 withsuch amounts shall be a, dispute within the meaning of the "Disputes" clause of <br /> this Grant 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 Sub-grantee for <br /> termination. The Department may withhold from any amounts due the Sub-grantee such sum as the <br /> Department determines to be necessary to protect the.Department against potential loss or liability. <br /> The rights and remedies of the Department provided in this Grant 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 writing,.. <br /> the Sub-grantee shall: . <br /> . a. Stop work under the Grant Agreement on the date, and to the extent specified, in the notice; <br /> b. . Place nofurther orders or subGrant Agreements for materials, services, supplies, equipment <br /> and/or facilities in relation to this Grant Agreement except as may be necessary for completion <br /> • <br /> of such portion of the work under the Grant 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 Sub-grantee under the orders and <br /> subGrant Agreements so terminated, in which case the Department 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 /> subGrant Agreements; <br /> d. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br /> subGrant Agreements, with the approval or ratification, of the Department totheextent the <br /> Department may require, which approval or ratification shall be final for all-the purposes of this <br /> clause; . <br /> e. Transfer title to the Department and deliver in the manner, at the times, and to the extent <br /> directed by. the Department any property which, if the Grant.Agreement had been completed, <br /> would 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 Grant Agreement which is in the possession of <br /> • the Sub-grantee and in which the Department has or may acquire an interest. <br /> -AAG Approved 9/12/2007 • <br /> - <br /> • <br /> • <br /> BZPP 2010 1 Ke 13 of 19 Everett Police Department <br /> E12-215 <br />