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GENERAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDEML FUNDS {6. q-u_BvfvAL The terms, conditions, and warranties contained in this Granl that by their sense and context are intended to survive lhe completion of the performance, cancellation or termination of this Grantee shall so survlve, 1 7. T*E-[Ulll]lAT,t0N F,OR cAUs E ln the event COMMERCE determines the Grantee has hiled to comply with the condilions of this Grant in a timely manner, COMMERCE has the right to suspend or terminaie this Grant. Before suspending or terminating the Grant, COMMERCE shall notiFy the Grantee in writing of the need to take corrective action. lf corrective action is not taken within 30 calendar days, the Grant may be lerminated or suepended, ln the evenl of terminaiion or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the roplacement or cover Grant and all administrative cosis directly related to the replacement contract, e,9., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE res€rves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance brEach and pending conective action by the GMNTEE or a decision by COMMERCE to lerminate the granl. A termination shall be deemed a "Termination for Convenience" if it is delermined that the Grantee: (1) was not ln default; or (2) failure lo perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and ars in addition io any other rights and rernedies provided by law. 1 8. TEB![ NAT!_O"-N F€R QO NVE NIEN9 F Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, teminate this Grant, ln whole or in part. lf this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termlnation. I 9. TERMTNATTOJ{ P.ROqEqUBES Upon terrnination of this Grant, GOMMERCE, in addition to any other righta provided in this contract, may require the Grantee to deliver to COMMERCE any proparty specifically produced or acquired for the performance of such part of this Grant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separately stiated, for completed work and services accepted by COMMERCE, and thE amount agreed upon by the Grantee and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iil) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determino the extent of lhe liability of COMMERCE, Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines lo be necessary to prot€ct COMMERCE agalnst potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provlded by law or under this Grant. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative. the Grantee shall: A, Stop work under the Grant on the date, and to the extent specified, in the notice; B, Place no furthet orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; State of Washinglon Eeparlmont of Commerce Contract Page 029 lnteragency Grant Agreement Page 10