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GENERAL TERMS AND CONDITIONS <br />INTERAGENGY GRANT AGREEIIIENT <br />FEDERAL FUNDS <br />16. SURVIVAL <br />The terms, conditions, and warranties contained in this Grant that by their sense and conlext are <br />intended to survive the completion of the performance, cancellation or termination of this Grantee shall <br />so survive. <br />17. TERMINATION FOR CAUS_E <br />ln 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 terminaie this Grant. Before suspending <br />or terminating the Grant, COMMERCE shall notiff the Grantee in writing of the need to take corrective <br />action. lf corrective action is not taken within 30 calendar days, the Grant may be terminated or <br />suspended, <br />ln 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,9., 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 conective action by the GMNTEE or a decision by COMMERCE to <br />terminate the granl. A termination shall be deemed a "Termination for Convenience" if it is determined <br />that the Grantee: (1) was not ln 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 Granl are not exclusive and are in addition io <br />any other rights and remedies provided by law. <br />I8. TERMTNAnON FOR COIIV|=IUENCE <br />Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, <br />beginning on the socond day after the mailing, terminate this Grant, in whole or in part. lf 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 lo the effective date of termination. <br />I 9. TE.IUIIYAI"IQN P,FQ q E D U RES <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 amounl 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 COMMERGE 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 terminaled; <br />State of Washington <br />mpartment of Commerc€ <br />lnteragenry Grant Agreement <br />Page 10 <br />Contract Page 029