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GENERAL TERMS AND CONDITIONS <br />GENERAL GRANT <br />STATE FUNDS <br />Before suspending or terminating the Grant, COMMERCE shall notify the GRANTEE in writing of the <br />need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant <br />may be terminated or suspended. <br />In the event of termination or suspension, the GRANTEE shall be liable for damages as authorized by <br />law including, but not limited to, any cost difference between the original Grant and the replacement <br />or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the <br />competitive bidding, mailing, advertising and staff time. <br />COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or <br />prohibit the GRANTEE from incurring additional obligations of funds during investigation of the <br />alleged compliance breach and pending corrective action by the GRANTEE or a decision by <br />COMMERCE to terminate the Grant. A termination shall be deemed a "Termination for Convenience" <br />if it is determined that the GRANTEE: (1) was not in default; or (2) failure to perform was outside of <br />his or her control, fault or negligence. <br />The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition <br />to any other rights and remedies, provided by law. <br />37. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written <br />notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this <br />Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this <br />Grant for services rendered or goods delivered prior to the effective date of termination. <br />38. TERMINATION PROCEDURES <br />Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, <br />may require the GRANTEE to deliver to COMMERCE any property specifically produced or acquired <br />for the performance of such part of this Grant as has been terminated. The provisions of the <br />"Treatment of Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the GRANTEE the agreed upon price, if separately stated, for completed <br />work and services accepted by COMMERCE, and the amount agreed upon by the GRANTEE and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, and <br />(iv) the protection and preservation of property, unless the termination is for default, in which case the <br />AUTHORIZED REPRESENTATIVE shall determine the extent of the liability of COMMERCE. Failure <br />to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this <br />Grant. COMMERCE may withhold from any amounts due the GRANTEE such sum as the <br />AUTHORIZED REPRESENTATIVE determines to be necessary to protect COMMERCE against <br />potential loss or liability. <br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />After receipt of a notice of termination, and except as otherwise directed by the AUTHORIZED <br />REPRESENTATIVE, the GRANTEE shall: <br />M <br />