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GENERAL TERMS AND CONDITIONS <br />INTERAGENCY GRANT AGREEMENT <br />FEDERAL FUNDS <br />16. SURVIVAL <br />The terms, conditions, and warranties contained in this Grant that by their sense and context are <br />intended to survive the completion of the performance, cancellation or termination of this Grantee shall <br />so survive. <br />17. TERMINATION FOR CAUSE <br />In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant <br />in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending <br />or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective <br />action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or <br />suspended. <br />In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law <br />including, but not limited to, any cost difference between the original Grant and the replacement or <br />cover Grant and all administrative costs directly related to the replacement contract, 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 alleged <br />compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to <br />terminate the grant. A termination shall be deemed a “Termination for Convenience” if it is determined <br />that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault <br />or negligence. <br />The rights and remedies of COMMERCE provided in this Grant are not exclusive and are in addition to <br />any other rights and remedies provided by law. <br />18. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, <br />beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is <br />so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for <br />services rendered or goods delivered prior to the effective date of termination. <br />19. TERMINATION PROCEDURES <br />Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this contract, <br />may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for <br />the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of <br />Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work <br />and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE <br />for (i) completed work and services for which no separate price is stated, (ii) partially completed work <br />and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection <br />and preservation of property, unless the termination is for default, in which case the Authorized <br />Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such <br />determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE <br />may withhold from any amounts due the Grantee such sum as the Authorized Representative <br />determines to be necessary to protect COMMERCE against 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 Grant. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the Grantee shall: <br />A. Stop work under the Grant on the date, and to the extent specified, in the notice; <br />B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as <br />may be necessary for completion of such portion of the work under the Grant that is not terminated; <br />State of Washington Interagency Grant Agreement <br />Department of Commerce Page 10