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4.32
<br />4.33
<br />A.34
<br />TFRTilNAT|ON OR SUS
<br />The Department may unilaterally terminate or suspend all or part of this Grant Agreement, or may reduce
<br />its scope of work and budget, if there is a reduction in funds by the source of-those funds, and if such
<br />funds are the basis. for this Grant Agreement, The Departm6nt will email the Subrecipient ten (10)
<br />business days prior to termination.
<br />!l tnS event the Department, in its sole discretion, determines the Subrecipient has failed to fulfill in a
<br />timely and proper manner its obligations under this Agreement, is in an unsound financial condition soas.to endanger performance hereunder, is in violation of any laws or regulations that render theSubrecipient unable to perform any aspec{ of the Agreement,
<br />-or
<br />has violat6O any of the covenants,
<br />agreements or stipulations of this Agreement, the Department has the right to imm-ediately suspend oi
<br />terminate this Agreement in whole or in parl.
<br />The Department may. notiff the S_ubre_cipienl in writing of the need to take corrective ac{ion and provide
<br />a period of time in which to cure. The Department is not required to allow the Subrecipient an oppbrtunity
<br />to cure if it is not feasible as determined solely within the Department's discretion, Any time aitbweO for
<br />cure shall not diminish or eliminate the Subrecipient's liabilityfor damages or otherwis'e affect any other
<br />remedies available to the Department. lf the Department allows the Subrecipient an opportunity to cure,the Department shall notiff the Subrecipient in writing of the need to tare correitive acti6n. ff the
<br />conective action is not ta.ken.within ten (10) calendar days or as otherwise specified by the Department,or if such corrective action is deemed by the Department to be insufficient, the ngreemeni may Ue
<br />terminated in whole or in part.
<br />The Department reserveg the right to suspend all or part of the Agreement, withhold further payments,or prohibit the Subrecipient from incurring additional obligations of funds during investigaiion of the
<br />alleged compliance breach, pending corrective action by the Subrecipient, if allowed, 6r pending a
<br />decision by the Department to terrninate the Agreement in-whole or in pirt.
<br />ln the event of termination, the Subrecipient shall be liable for all damages as authorized by law, including,
<br />but not limited to, any cost difference between the original Agreement and the replacement or covEiAgreement and all administrative costs directly related to the replacement Agreement, e,g,, cost of
<br />administering the competitive solicitation process, mailing, advertising and othel associated staff time.
<br />The rights and remedies of the Department provided for in this section shall not be exclusive and are in
<br />addition to any other rights and remedies provided by law.
<br />lf it is determined that the Subrecipient: (1) was not in default or material breach, or (2) failure to perform
<br />was outside of the Subrecipient's control, fault or negligence, the termination shall'be deemed to be a'Termination for Convenience".
<br />TERM I NATTON PROCEqURES
<br />ln ,addition to the procedures set forth below, if the Department terminates this Agreement, the
<br />Subrecipient shall follow any procedures specified in the termination notice. Upon ternrination of this
<br />Agreement and in addition to any olher rights provided in this Agreement, the Department may require
<br />the_Subrecipient to deliver to the Department any property specifica1y produced or acquired toi ttreperformance of such part of this Agreement as has been terminated.
<br />lf the termination is for convenience, the Department shall pay to the Subrecipient as an agreed uponprice, if separately stated,.for properly authorized and completed work and services renderi or goods
<br />delivered to and accepted by the Department prior to the iffective date of Agreement terminatioi, the
<br />amount agreed upon by the Subrecipient and the Department for (i) completed work and services and/or
<br />equipment or supplies provided for which no separate price is stated, (ii) partially completed work and
<br />services and/or equipment or supplies provided which are accepted by ilie Department, liii; other work,
<br />services and/or equipment or supplies which are accepted by the Department, and (iv) the piotection andpreservation of property.
<br />Failure to aglee with such amounts shall be a dispute within the meaning of the "Disputes,'clause of this
<br />Agreement. lf the termination is for cause, the Department shall determine the extend of the liability of the
<br />Depadment. The Department shall have no other obligation to the Subrecipient for termination. The
<br />Department may withhold from any amounts due the Subrecipient such sum as the Department
<br />determines to be neceesary to protect the Department against potintial loss or liability.
<br />DHS.FEMA.E MPG.ARPA-FY2 1 Page 20 ot 34 Kiftitas County Sheriffs Office EM, eZ2-264
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