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DocuSign Envelope lD: D7339268-F986-48F4-A980-B9283E73AFEB 19.2 ln the event MLE terminates this Agreement under Sectio n 22.1 - Termination for Convenience, Section 22.2 Terminotion for lnefficiency, Section 22.3 - Terminotion Becouse af Non- Appropriotion or Projed lneligibility, or Section 22.4 - Terminotion for Defoult, Subrecipient's sole monetary remedy will be (a)for work compensable at a stated rate, a claim for unpaid invoices for work completed and accepted by MLE, for work completed and accepted by MLE within any limits set forth in this Agreement but not yet invoiced, for authorized expenses incurred, less any claims MLE has against Subrecipient, and (bl for deliverable-based work, a claim for the sum designated for completingthe deliverable multiplied bythe percentage of work completed on the deliverable and accepted by MLE, for authorized expenses incurred, less previous amounts paid for the deliverable and any claims that MLE has against Subrecipient. ln no event will MLE be liable to Subrecipient for any expenses related to termination of this Agreement or for anticipated profits. lf previous amounts paid to Subrecipient exceed the amount due to Subrecipient under this Section I9.2, Subrecipient shall promptly pay any excess to MLE. SECrION 20: RECOVERYOFOVERPAYMENTS ln addition to the remedies provided in Section 9.7 - Overpoyment, if payments to Subrecipient under this Agreement, or any other agreement between MLE and Subrecipient, exceed the amount to which Subrecipient is entitled, MLE will not reimburse anyfurther claims. ln addition, MLE will require repayment of any over payments as reflected in Section 9.7 of this agreement. may, after notifying Subrecipient in writing, withhold from payments due Subrecipient under this Agreement, such amountt over such periods of times, as are necessary to recoverthe amount of the overpayment. SECTION 21: lrABruw THE SUBRECIPIENT SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE LtABtLtW Cl-AtM tS BASED tN CONTRACT, TORT(tNCLUDtNG NEGLT6ENCE), STR|CT LTABILITY, PRODUCI LIABILITY OR OTHERWISE. NEITHER PARW WILL BE LIABLE FOR ANY DAMAGES OF ANY sORT ARISING SOLELY FROM THE TERMINATION, EXPIRATION, OR SUSPENSION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMs. SECTION 22: TERMINATION 22.1 Termination for C.onvenience. The Subrecipient may terminate this Agreement at any time upon thirty (30) days prior written notice to MLE; provided, however, that the Subrecipient shall, within thirty (30) days of such termination, reimburse MLE for all funds contributed by MLE to the Project; provided further that untilthe Subrecipient has fully reimbursed MLE for such funds, the Subrecipient shall comply with the terms hereof. Delinquent payments shall bear interest at the rate of 12 percent (12%l per annum, if such rate shall exceed the maximum rate allowed by law, then as such maximum rate, and shall be payable on demand. After ninety (90) days MLE may turn any delinquent debt over for collection. 22,2 Termination Because of lnefftciency. Use of federal funds demands good stewardship. MLE in an ongoing basis will be monitoring the performance of the subrecipient through the subrecipient's reporting into the MLE Statement of Activity Reporting system. lf in MLE's opinion, MtE 325-188 Subrecipient Agreement - Boating Program (FFA Grant Award)Page t9 of36