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DocuSign Envelope lD: 2A5377 17-7 667-43CF-852C -24E86D2899AE <br />GENERAL TERMS AND CONDITIONS <br />INTERAGENCY AGREEMENT <br />FEDERAL FUI,IDS <br />After receipt of a nolice of ternination, and except as olherwise directed by the Aulhorized <br />Represenlalive, the Grantee shall: <br />A. Stop work under lhe Grant on tho date, and to tha enent specified, in lhe notice; <br />B' Place no furlher oders or subgrantslsubcontracls 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 />C. Assign to COMMERCE, in the manner, at the tirnes, and to the extenl directed by the Aulhorized <br />Representativo, all of the rights, title, and interest of the Grantee under ihe orders and <br />subgrantslsubcontracts so terminated, in which case COMMERCE has the right, at its discretion,to settle or pay any or all claims arising out of the termination of such ordgrs and <br />subgrants/subcontracts ; <br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />subcontracts, with the approval or ratification of the Authorized Reprosentative to the extent th€ <br />Authorized Representative may require, whieh approval or ratification shall be final for all thepurposes of this clause; <br />E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by <br />the Authorized Representative any property which, if the Grant had been completed, would havi <br />been required to be furnished to COMMERCE; <br />F. Complete perlormance of such part af the work as shatl not have been terminated by the Authorized <br />Repressntative; and <br />G. Take such action as may be necassary, or as the Authorized Representative may direct, for theprotection and preservation of the property related to this Grant, which is in the pobsession of the <br />Grantee and in which the Authorized Represenlative has or may acquire an inteiest. <br />20. TREATMENTOFASSETS <br />Title to all property furnished by COMMERCE shall remain in COMMERCE. Tile to alt property <br />furnished by the Granlee, for the cost of which the Grantee is entifled to be reimbursed as a direct item <br />of cost under this Grant, shall pass to and vesl in COMMERCE upon delivery of such property by the <br />Grantee. Title to other property, the cost of which is reimbursable to the Grantie undert'his'Grant, ihattpass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of lhisGrant, or {ii) commencement of use of such property in the performdnce of this Grant, or (iii) <br />reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. <br />A. Any property of COMMERCE furnished to lhe Grantee shall, unless olherwise provided herein or <br />approved by COMMERCE, be used only for the performance of this contract. <br />B" The Grantee shall be responsible for any loss or damage to property of COMMERCE that results <br />from the negligence of the Grantee or which results trom the faiiure-on the part of the Grantee to <br />maintain and administer lhat property in accordance wilh sound management practices. <br />C. lf any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify <br />COMMERCE and shall take all reasonable steps to protect the property from further damage. <br />D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to se$emant upon <br />completion, termination or cancellation of this contract <br />All reference lo the Grantee under this clause shall also include Grantee's employees, agents or <br />Su b granteeslSu bcontractors. <br />2r. uvAtvER <br />Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. <br />Any waiver shall not be construed to be a modilication of the terms of tnis grdnt unless stated to be <br />such in writing and signed by Authorized Represantative of coMMERcE. <br />Page 11