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A.33
<br />the Department shall notify the Subrecipient in writing of the need to take conective action. lf the
<br />corective action is not taken within ten (10) calendar days or as otherwise specifled by the Department,
<br />or if such corrective action is deemed by the Department to be insufficient, the Agreement may be
<br />terminated in whole or in part.
<br />The Department reserves the right to suspend all or part of the Agreement, withhold further payments,
<br />or prohibit the Subrecipient from incurring additional obligations of funds during inves{igation of the
<br />alleged compliance breach, pending corective action by the Subrecipient, if allowed, or pending a
<br />decision by the Department to terminate the Agreement in whole or in part.
<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 cover
<br />Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of
<br />administering the competitive solicitation process, mailing, advertising and other 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
<br />"Termination for Convenience".
<br />TERMI NATION PROCEDURES
<br />ln addition to the procedures set forth below, if the Department terminates this Agreement, lhe
<br />Subrecipient shall follow any procedures specified in the termination notice. Upon termination of this
<br />Agreement and in addition to any other rights provided in this Agreement, the Department may require
<br />the Subrecipient to deliver to the Department any property specifically produced or acquired for the
<br />performance 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 upon
<br />price, if separately stated, for properly authorized and completed work and services rendered or goods
<br />delivered to and accepted by the Department prior to the effective date of Agreement termination, the
<br />amount agreed upon bythe 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 c-ompleted work and
<br />services andlor equipment or supplies provided which are accepted by the Department, (iii) other work,
<br />services and/or equipment or supplies which are accepted by the Department, and (iv) the protection and
<br />preservation of property.
<br />Failure to agree 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 extent of the liabilig of
<br />the Department. The Department shall have no other obligation to the Subrecipient fortermination. The
<br />Department may withhold from any amounts due the Subrecipient such sum as the Department
<br />determines to be necessary to protect the Department against potential loss or liability.
<br />The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in
<br />addition to any other rights and remedies provided by law.
<br />After receipt of a notice of termination, and except as otherwise directed by the Department in writing,
<br />the Subrecipient shall:
<br />Stop work underthe Agreement on the date, and to the extenl specified, in the notice;
<br />Place no further orders or contracts for materials, services, supplies, equipment and/or facilities
<br />in relation to this Agreement except as may be necessary for completion of such portion of the
<br />work under the Agreement as is not terminated;
<br />Assign to the Department, in the manner, at the times, and to the extent directed by the
<br />Department, all of the rights, tille, and interest of the Subrecipient under the orders and contracts
<br />so terminated, in which case the Department has the right, at its discretion, to settle or pay any
<br />or all claims arising out of the termination of such orders and contracts;
<br />Settle all outstanding liabilities and all claims arising out of such termination of orders and
<br />contracts, with the approval or ratification of the Department to the extent the Department may
<br />require, which approval or ratification shall be final for all the purposes of this clause;
<br />a.
<br />b.
<br />c.
<br />d
<br />DHS-FEMA-HSGP-SHSP-FFY 1 9 Page 19 ol 37 Kittitas County . E22-26O
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