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Public Assistance Grant Agreement Page 19 of 21 Kittitas County, D20-189
<br />investigation of the alleged compliance breach, pending corrective action by the SUBRECIPIENT, if
<br />allowed, or pending a 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,
<br />including but not limited to, any cost difference between the original Agreement and the replacement or
<br />cover Agreement and all 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 term ination 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 />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
<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
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