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<br /> or if such corrective action is deemed by the Department to be insufficient, the Agreement may be
<br /> terminated in whole or in part.
<br /> The Department reserves the right to suspend all or part of the Agreement, withhold further payments,
<br /> or prohibit the Subrecipient from incurring additional obligations of funds during investigation of the
<br /> alleged compliance breach, pending corrective action by the Subrecipient, if allowed, or pending a
<br /> 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, including,
<br /> but not limited to, any cost difference between the original Agreement and the replacement or cover
<br /> Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of
<br /> administering the competitive solicitation process, mailing, advertising and other associated staff time.
<br /> The rights and remedies of the Department provided for in this section shall not be exclusive and are in
<br /> 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 perform
<br /> was outside of the Subrecipient's control, fault or negligence, the termination shall be deemed to be a
<br /> "Termination for Convenience".
<br /> A.33 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 this
<br /> Agreement and in addition to any other rights provided in this Agreement, the Department may require
<br /> the Subrecipient to deliver to the Department any property specifically produced or acquired for the
<br /> 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 as an 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, the
<br /> amount agreed upon by the Subrecipient and the Department for(i) completed work and services and/or
<br /> equipment or supplies provided for which no separate price is stated, (ii) partially completed work and
<br /> services and/or equipment or supplies provided which are accepted by the Department, (iii) other work,
<br /> services and/or equipment or supplies which are accepted by the Department, and(iv)the protection and
<br /> preservation of property.
<br /> Failure to agree with such amounts shall be a dispute within the meaning of the"Disputes"clause of this
<br /> Agreement. If the termination is for cause, the Department shall determine the extent of the liability of
<br /> the Department. The Department shall have no other obligation to the Subrecipient for termination. The
<br /> Department may withhold from any amounts due the Subrecipient such sum as the Department
<br /> determines to be necessary to protect the Department against potential loss or liability.
<br /> The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in
<br /> 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 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 contracts for materials, services, supplies, equipment and/or facilities
<br /> in relation to this Agreement except as may be necessary for completion of such portion of the
<br /> 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 contracts
<br /> so terminated, in which case the Department has the right, at its discretion, to settle or pay any
<br /> 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
<br /> contracts, with the approval or ratification of the Department to the extent the Department may
<br /> require, which approval or ratification shall be final for all the purposes of this clause;
<br /> e. Transfer title to the Department and deliver in the manner, at the times, and to the extent directed
<br /> by the Department any property which, if the Agreement had been completed, would have been
<br /> required to be furnished to the Department;
<br /> DHS-FEMA-EMPG-FY 17 Me ae 19 of 36 City of Everett, E18-069 REVISED
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