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GENERAL TERMS AND CONDITIONS INTERAGENCY GRANT AGREEMENT FEDERAL FUNDS 16.SURVIVAL The terms,conditions,and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance,cancellation or termination of this Grantee shall so survive. 17.TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner,COMMERCE has the right to suspend or terminate this Grant.Before suspending or terminating the Grant,COMMERCE shall notify the Grantee In writing of the need to take corrective action.If corrective action is not taken within 30 calendar days,the Grant may be terminated or suspended. In the event of termination or suspension,the Grantee shall be liable for damages as authorized by law Including,but not limited to,any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement contract,e.g.,cost of the competitive bidding,mailing,advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant,withhold further payments,or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to terminate the grant.A termination shall be deemed a "Termination for Convenience"if it is determined that the Grantee:(1)was not In default;or (2)failure to perform was outside of his or her control,fault or negligence. The rights and remedies of COMMERCE provided In this Grant are not exclusive and are in addition to any other rights and remedies provided by law. 18.TERMINATION FOR CONVENIENCE Exceptas otherwise provided in this Grant,COMMERCE may,by ten (10)business days written notice, beginning on the second day after the mailing,terminate this Grant,In whole or in part.If this Grant is so terminated,COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. '19.TERMINATION PROCEDU_RES Upon termination of this Grant,COMMERCE,in addition to any other rights provided in this contract, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated.The provisions of the "Treatment of Assets"clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price,if separately stated,for completed work and services accepted by COMMERCE,and the amount agreed upon by the Grantee and COMMERCE for (i)completed work and senrices for which no separate price is stated,(ii)partially completed work and services,(iii)other property or services that are accepted by COMMERCE,and (iv)the protection and preservation of property,unless the termination is for default,in which case the Authorized Representative shall determine the extent of the liability of COMMERCE.Fallure to agree with such determination shall be a dispute within the meaning of the "Disputes"clause of this Grant.COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Grant After receipt of a notice of termination,and except as otherwlse directed by the Authorized Representative,the Grantee shall: A.Stop work under the Grant on the date,and to the extent specified,in the notice; B.Place no further orders or subgrants/subcontracts for materials,services,or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; State of Washington Interagency Grant Agreement Depar1ment of Commerce Page 10 Contract Page 029