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GENERAL TERMS AND CONDIT10NS <br />INTERAGENCY GRANT AGREEMENT <br />FEDERAL FUNDS <br />C.Assign to COMMERCE,in the manner,at the times,and to the extent directed by the AuthorlzedRepresentative,all of the rights,litle,and interest of the Grantee under the ordem andsubgrants/subcontracts so terminated,in which case COMMERCE has the right,at íts discretion,to settle or pay any or all claims arising out of the termination of such orders andsubgrants/subcontracts; <br />D.Settle all outstanding liabilities and all claims arising out of such termination of orders andsubcontracts,with the approval or ratification of the Authorized Representative to the extent theAuthorizedRepresentativemayrequire,which approval or ratification shall be final for all thepurposesofthisclause; <br />E.Transfer title to COMMERCE and deliver in the manner,at the times,and to the extent directed bytheAuthorizedRepresentativeanypropertywhlch,If the Grant had been completed,would havebeenrequiredtobefurnishedtoCOMMERCE; <br />F.Complete performance of such pad of the work as shall not have been terminated by the AuthorizedRepresentative;and <br />G.Take such action as may be necessary,or as the Authorized Representative may direct,for theprotectionandpreservationofthepropertyrelatedtothisGrant,which is in the possesslon of theGranteeandinwhichtheAuthorizedRepresentativehasormayacquireaninterest. <br />20.TREATMENT OF ASSETS <br />Title to all property furnished by COMMERCE shall remain in COMMERCE.Title to all propertyfurnishedbytheGrantee,for the cost of which the Grantee is ertilled to be reimbursed as a direct itemofcostunderthisGrant,shall pass to and vest in COMMERCE upon delivery of such property by theGrantee.Title to other property,the cost of which is reimbursable to the Grantee under this Grant,shallpasstoandvastinCOMMERCEupon(J)Issuance for use of such property in the performance of thisGrant,or (ii)commencement of use of such property In the performance of this Grant,or (iii)reimbursement of the cost thereof by COMMERCE in whole or in part,whichever first occurs. <br />A.Any property of COMMERCE furnished to the Grantee shall,unless otherwise provided herein orapprovedbyCOMMERCE,be used only for the performance of this Grant <br />B.The Grantee shall be responsible for any loss or damage to property of COMMERCE that resultsfromthenegligenceoftheGranteeorwhichresultsfromthefailureonthepartoftheGranteetomaintainandadministerthatpropertyinaccordancewithsoundmanagementpractices. <br />C.If any COMMERCE property is lost,destroyed or damaged,the Grantee shall immediately notifyCOMMERCEandshalltakeallreasonablestepstoprotectthepropertyfromfurtherdamage. <br />D.The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement uponcompletion,termination or cancellation of this Grant. <br />All reference to the Grantee under this clause shall also include Grantee's employees,agents orSubgrantees/Subcontractors. <br />21.WAIVER <br />Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.Any waivershall not be construed to be a modification of the terms of this Grant unless stated to besuchinwritingandsignedbyAuthorizedRepresentativeofCOMMERCE. <br />State of Washington Interagency Grant AgreementDepartmentofCommerce Page 11 <br />Contract Page 030