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(b) By Subgrantee upon written notice to Grantor setting forth the <br />reasons for termination, the effective date and, in the case of <br />partial termination, the portion to be terminated. However, if, in <br />the case of a partial termination, Grantor determines that the, <br />remaining portion of the Subgrant will not accomplish the <br />purposes for which the Subgrant was made, Grantor may <br />terminate this Subgrant Agreement in its entirety under either <br />paragraphs F2(a) or F2(c). <br />(c) By Grantor upon thirty (30) days written notice if Subgrantee <br />materially fails to comply with the terms of this Subgrant <br />Agreement, applicable law, or the Subgrantee's Oak Wilt <br />Control Plan. In the event of such termination, Subgrantee shall <br />be entitled to payment, determined on a pro -rata basis, for work <br />or services satisfactorily performed. <br />3. OBLIGATION OF FUNDS <br />Those funds not expended, obligated, or encumbered toward the <br />Subgrantee's Oak Wilt Control Plan by 15 December 1996 shall be <br />returned to the Grantor for return to the appropriate fund as provided by <br />law. <br />4. LIABILITY <br />Each party agrees that it shall be responsible for its own acts and <br />omissions and the results thereof to the extent authorized by law and <br />shall not be responsible for the acts and omissions of the other party <br />and the results thereof. Grantor's liability shall be governed by the <br />provisions of the Minnesota Tort Claims Act, Minn. Stat. Section 3.736, <br />and other applicable law. Subgrantee's liability shall be governed by <br />the provisions of the Municipal Tort Claims Act, Minn. Stat. Ch. 466 <br />and other applicable law. This clause shall not be construed to bar any <br />legal remedies either party may have for any other party's failure to <br />fulfill its obligations pursuant to this Agreement. <br />5. FINANCIAL MANAGEMENT <br />Subgrantee's financial management system for funds awarded by this <br />subgrant must conform to the requirements of 7 CFR part 3016.20. <br />6. INSPECTION AND RETENTION OF RECORDS <br />The programmatic and fiscal books, documents, papers, and other <br />records, and accounting procedures and practices of Subgrantee and its <br />contractors relevant to this Subgrant shall be subject to examination by <br />Grantor, the State Auditor and/or the Legislative Auditor, USDA, the <br />