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cover Agreement and ail 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.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 />G. 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 Kittitas County, ❑'.6-619 <br />