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decision by the Department to terminate the Agreement in whole or in part. In the event of termination,
<br />the Subrecipient shall be liable for all damages as authorized by law, including, but not limited to, any
<br />cost difference between the original Agreement and the replacement or cover Agreement and all
<br />administrative costs directly related to the replacement Agreement, e.g., cost of administering the
<br />competitive solicitation process, mailing, advertising and other associated staff time. The rights and
<br />remedies of the Department provided for in this section shall not be exclusive and are in addition to any
<br />other rights and remedies provided by law. If it is determined that the Subrecipient: (1) was not in default
<br />or material breach, or (2) failure to perform was outside of the Subrecipient's control, fault or negligence,
<br />the termination shall be deemed to be a "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 Grant Agreement termination,
<br />the amount agreed upon by the Subrecipient and the Department for (i) completed work and services
<br />and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work
<br />and services and/or equipment or supplies provided which are accepted by the Department, (iii) other
<br />work, services and/or equipment or supplies which are accepted by the Department, and (iv) the
<br />protection and 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 the
<br />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. The rights and
<br />remedies of the Department provided in this Agreement shall not be exclusive and are in addition to any
<br />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 sub -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 work
<br />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 Department,
<br />all of the rights, title, and interest of the Subrecipient under the orders and sub -contracts so
<br />terminated, in which case the Department has the right, at its discretion, to settle or pay any or all
<br />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 contracts,
<br />with the approval or ratification of the Department to the extent the Department may require, which
<br />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 by
<br />the Department any property which, if the Agreement had been completed, would have been required
<br />to be furnished to the Department;
<br />f. Complete performance of such part of the work as shall not have been terminated by the Department
<br />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 and
<br />preservation of the property related to this Agreement which is in the possession of the Subrecipient
<br />and in which the Department has or may acquire an interest.
<br />DHS-FEMA-HSCP-SHSP-FFY16 Page 19 of 25 Kittitas, County of, E17-075
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