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GENERAL TERMS AND CONDITIONS <br />INTERAGENCYGRANT AGREEMENT <br />FEDERAL FUNDS <br />16.SURVIVAL <br />The terms,conditions,and warranties contained in this Grant that by their sense and context areintendedtosurvivethecompletionoftheperformance,cancellation or termination of this Grantee shallsosuMve. <br />17.TERMINATION FOR CAUSE <br />In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grantinatimelymanner,COMMERCE has the right to suspend or terminate this Grant.Before suspendingorterminatingtheGrant,COMMERCE shall notify the Grantee in writing of the need to take correctiveaction.If corrective action is not taken within 30 calendar days,the Grant may be terminated orsuspended, <br />in the event of termination or suspension,the Grantee shall be llable for damages as authorlzed by lawIncluding,but not limited to,any cost difference between the original Grant and the replacement orcoverGrantandalladministrativecostsdirectlyrelatedtothereplacementcontract,e.g.,cost of thecompetitivebidding,mailing,advertising and staff time. <br />COMMERCE reserves the right to suspend all or part of the Grant,withhold further payments,orprohibittheGranteefromincurringadditionalobligationsoffundsduringinvestigationoftheallegedcompliancebreachandpendingcorrectiveactionbytheGRANTEEoradecisionbyCOMMERCEtoterminatethegrant.A termination shall be deemed a "Termination for Convenience"if it is determinedthattheGrantee:(1)was not In default,or (2)failure to perform was outside of his or her control,faultornegligence. <br />The rights and remedies of COMMERCE provided in this Grant are not exclusive and are in addition toanyotherrightsandremediesprovidedbylaw. <br />18.TERMINATION FOR CONVEN!¾NCE <br />Except as otherwise provided in this Grant,COMMERCE may,by ten (10)business days written notice,beginning on the second day afler the mailing,terminate this Grant,in whole or in part.If this Grant issoterminated,COMMERCEshall be liable only for payment required under the terms of this Grant forservicesrenderedorgoodsdeliveredpriortotheeffectivedateoftermination. <br />19.TERMINATION PROCEDURES <br />Upon termination of this Grant,COMMERCE,in addWion to any other rights provided in this contract,may require the Grantee to deliver to COMMERCE any property specifically produced or acquired fortheperformanceofsuchpartofthisGrantashasbeenterminated.The provisions of the "Treatment ofAssets"clause shall apply in such property transfer. <br />COMMERCE shall pay to the Grantee the agreed upon price,if separately stated,for completed workandservicesacceptedbyCOMMERCE,and theamourit agreed upon by the Grantee and COMMERCEfor(t)completed work and sentices for which no separate price is stated,(ii)partially completed workandservices,(iil)other property or services that are accepted by COMMERCE,and (iv)the protectionandpreservationofproperty,unless the termination is for default,in which case the AuthorlzedRepresentativeshalldeterminetheextentofthellabilityofCOMMERCE.Fallure to agree with suchdeterminationshallbeadisputewithinthemeaningofthe"Disputes"clause of this Grant COMMERCEmaywithholdfromanyamountsduetheGranteesuchsumastheAuthorizedRepresentativedeterminestobenecessarytoprotectCOMMERCEagalnetpotentiallossorliability. <br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are inadditiontoanyotherrightsandremediesprovidedbylaworunderthisGrant <br />After receipt of a notice of termination,and except as otherwise directed by the AuthorizedRepresentative,the Grantee shall: <br />A.Stop work under the Grant on the date,and to the extent specified,in the notice; <br />B.Place no further orders or subgrante/subcontracts for materials,servlees,or facilities except asmaybenecessaryforcompletionofsuchportionoftheworkundertheGrantthatisnotterminated; <br />Stateof Washington Interagency Grant AgreementDepartmentofCommerce Page 10 <br />Contract Page 029