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Docusign Envelope ID: B2E3CB28-321B-4F61-906C-2DA51CA6131C <br />Contract Number: 25-HTD-ZL-00189 / 491003894 <br />12. REMEDIES <br />A. State's Remedies <br />If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State, <br />following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in <br />addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the <br />remedies available to it, in its discretion, concurrently or consecutively. <br />Termination for Breach of Agreement <br />In the event of Subrecipient's uncured breach, the State may terminate this entire Agreement or any part <br />of this Agreement. Additionally, if Subrecipient fails to comply with any terms of the Federal Award, <br />then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this <br />entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this <br />Agreement to the extent not terminated, if any. <br />a. Obligations and Rights <br />To the extent specified in any termination notice, Subrecipient shall not incur further obligations or <br />render further performance past the effective date of such notice, and shall terminate outstanding <br />orders and subcontracts with third parties. However, Subrecipient shall complete and deliver to the <br />State all Work not cancelled by the termination notice, and may incur obligations as necessary to do <br />so within this Agreement's terms. At the request of the State, Subrecipient shall assign to the State <br />all of Subrecipient's rights, title, and interest in and to such terminated orders or subcontracts. Upon <br />termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve <br />property in the possession of Subrecipient but in which the State has an interest. At the State's <br />request, Subrecipient shall return materials owned by the State in Subrecipient's possession at the <br />time of any termination. Subrecipient shall deliver all completed Work Product and all Work <br />Product that was in the process of completion to the State at the State's request. <br />b. Payments <br />Notwithstanding anything to the contrary, the State shall only pay Subrecipient for accepted Work <br />received as of the date of termination. If, after termination by the State, the State agrees that <br />Subrecipient was not in breach or that Subrecipient's action or inaction was excusable, such <br />termination shall be treated as a termination in the public interest, and the rights and obligations of <br />the Parties shall be as if this Agreement had been terminated in the public interest under §2.E. <br />c. Damages and Withholding <br />Notwithstanding any other remedial action by the State, Subrecipient shall remain liable to the State <br />for any damages sustained by the State in connection with any breach by Subrecipient, and the State <br />may withhold payment to Subrecipient for the purpose of mitigating the State's damages until such <br />time as the exact amount of damages due to the State from Subrecipient is determined. The State <br />may withhold any amount that may be due Subrecipient as the State deems necessary to protect the <br />State against loss including, without limitation, loss as a result of outstanding liens and excess costs <br />incurred by the State in procuring from third parties replacement Work as cover. <br />ii. Remedies Not Involving Termination <br />The State, in its discretion, may exercise one or more of the following additional remedies: <br />a. Suspend Performance <br />Suspend Subrecipient's performance with respect to all or any portion of the Work pending <br />corrective action as specified by the State without entitling Subrecipient to an adjustment in price <br />or cost or an adjustment in the performance schedule. Subrecipient shall promptly cease performing <br />Work and incurring costs in accordance with the State's directive, and the State shall not be liable <br />for costs incurred by Subrecipient after the suspension of performance. <br />b. Withhold Payment <br />Withhold payment to Subrecipient until Subrecipient corrects its Work. <br />Page 13 of 33 <br />