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A.32 TFR!,rU{AION OR SUSP The Department may.u.nilaterally termanate or suspend ait or pirt of this Grant Agreement, or may reduce its scope of work and budget, if there is a reduction in funds by the sour@ of those funds, and if such funds are the basis for this Grant Agreement. The Department will email the Subrecipient ten (10) business days prior to termination. A.33 ln the event the Department, in its sole , determines the Subrecipient has failed to fulfill in a timely and proper manner its obligalions under this Agreement, is in an unsound financial condition soas to endanger performance hereunder, is in violation of any laws or regulations that render the Subrecipient unable to perform any aspect of the Agreement, or has violated any of the covenants, agreements or stipulalions of this Agreement,the Department has the right to immediately suspend or terminate this Agreement in whole or in part. The Department may. notiff the Subrecipient in writing of the need to take corrective action and provide a period of time in which to cure. The Department is not required to allow the Subrecipient an oppbrtunity to cure if it is not feasible as determined solely within the Department's discretion. Any time aifweO tor cure shall not diminish or eliminate the Subrecipient's liabilityfor damages or othenrisl affect any olher remedies available to the Department. lf lhe Department allows the Subrecipient an opportunity to cure,the Department shall notiff the Subrecipient in writing of the need to take coneitive acti6n. ff the corrective action is not taken within ten (10) calendar days or as otherwise specified by the Department,or if such corrective action is deemed by the Department to be insufficieht, the nlreemeni may be terminated in whole or in part. The Department reserves the right to suspend all or parl of the Agreement, withhold further payments, or prohibit the Subrecipient from incurring additional obligations-of funds during investigation of thealleged compliance breach, pending corrective action by-the Subrecipient, if aj-lowed, ir pending a decision by the Department to terminate the Agreement in-vyhole or in pdrt. In the event of termination, the Subrecipient shall be liable for all damages as authorized by law, including, but not limited !o, any cost difference between the originalAgreement and the replaciment or coverAgreement and all administrative costs directly related to the replacement Agreement, e.g., cost of administering the competitive solicitation process, mailing, advertiiing and othel associatedliaff time. The rights and remedies of lhe Department provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, lf it is determined that the Subrecipient: (1) was not in default or material breach, or (2) failure to perform was outside of the Subrecipient's control, fault or negligence, lhe termination shall-be deemed to be a "Termination for Convenience", 4.34 TERMlNATION PROCEDURES ln addition to the procedures set forth below, if the Department terminates this Agreement, the Subrecipient shall follgw any procedures specified in the termination notice. Upon term'ination oi this Agreement and !n addilion to any other rights provided in this Agreement, the D'epartment may require the_Subrecipient to deliver to the Department any property specifically produceb or acquired for theperformance of such part of this Agreement as has been terminated. lf the termination is for convenience, the Department shall pay to the Subrecipient as an agreed uponprice, if separately stated, for properly authorized and complet-ed work and services rendere-d or gobds delivered to and accepted by the Department prior to the iffective date of Agreement terminatio-n, the amount agreed upon by the Subrecipient and the Department for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepteO by ihe Department, liiiy other work, services andlor equipment or supplies which are accepted by thd Depaitment, ind (iv) the'piotection andpreservation of property. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this Agreement. lf the termination is for cause, the Department shall determirie the exteni of the liability of theDepailment. The Department shall have no other obligation to the Subrecipient for termination. The Department may withhold from any amounts due the Subrecipient such sum as the Department determines to be necessary to protect the Department against potential loss or liability. DHS-FEMA-EMPG.FY21 Page 20 of 35 Kittitas County Sheriffs Olfice EM, E22-217