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corrective action is not taken within ten (10) calendar days or as otherwise specified by the Department,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 />I n the event of termination, the Subrecipient shall be liable for all damages as authorized by law, including,
<br />b ut 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 />I n 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 />d elivered to and accepted by the Department prior to the effective date of Agreement termination, the
<br />a mount 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 />d etermines 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 />i n 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-HSGP-SHSP-FFY17 Page 19 of 35 Kittitas County, E18-180
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