|
A.28 SEVERABILITY
<br />If any court of rightful jurisdiction holds any provision or condition under this Agreement or its application
<br />to any person or circumstances invalid, this invalidity does not affect other provisions, terms or conditions
<br />of the Agreement, which can be given effect without the invalid provision. To this end, the terms and
<br />conditions of this Agreement are declared severable.
<br />A.29 SUBRECIPIENT NOT EMPLOYEE
<br />The parties intend that an independent contractor relationship will be created by this Agreement. The
<br />Subrecipient, and/or employees or agents performing under this Agreement are not employees or agents
<br />of the Department in any manner whatsoever. The Subrecipient will not be presented as, nor claim to be,
<br />an officer or employee of the Department by reason of this Agreement, nor will the Subrecipient make
<br />any claim, demand, or application to or for any right or privilege applicable to an officer or employee of
<br />the Department or of the State of Washington by reason of this Agreement, including, but not limited to,
<br />Workmen's Compensation coverage, unemployment insurance benefits, social security benefits,
<br />retirement membership or credit, or privilege or benefit which would accrue to a civil service employee
<br />under Chapter 41.06 RCW.
<br />It is understood that if the Subrecipient is another state department, state agency, state university, state
<br />college, state community college, state board, or state commission, that the officers and employees are
<br />employed by the state of Washington in their own right and not by reason of this Agreement.
<br />A.30 TAXES FEES AND LICENSES
<br />Unless otherwise provided in this Agreement, the Subrecipient shall be responsible for, pay and maintain
<br />In current status all taxes, unemployment contributions, fees, licenses, assessments, permit charges and
<br />expenses of any other kind for the Subrecipient or its staff required by statute or regulation that are
<br />applicable to Agreement performance.
<br />A.31 TERMINATION FOR CONVENIENCE
<br />Notwithstanding any provisions of this Agreement, the Subrecipient may terminate this Agreement by
<br />providing written notice of such termination to the Department's Key Personnel identified in the
<br />Agreement, specifying the effective date thereof, at least thirty (30) days prior to such date.
<br />Except as otherwise provided in this Agreement, the Department, in its sole discretion and in the best
<br />interests of the State of Washington, may terminate this Agreement in whole or in part by providing ten
<br />(10) calendar days written notice, beginning on the second day after mailing to the Subrecipient. Upon
<br />notice of termination for convenience, the Department reserves the right to suspend all or part of the
<br />Agreement, withhold further payments, or prohibit the Subrecipient from incurring additional obligations
<br />of funds. In the event of termination, the Subrecipient shall be liable for all damages as authorized by
<br />law. The rights and remedies of the Department provided for in this section shall not be exclusive and
<br />are in addition to any other rights and remedies provided by law.
<br />A.32 TERMINATION OR SUSPENSION FOR CAUSE
<br />In the event the Department, in its sole discretion, determines the Subrecipient has failed to fulfill in a
<br />timely and proper manner its obligations under this Agreement, is in an unsound financial condition so
<br />as to endanger performance hereunder, is in violation of any laws or regulations that render the
<br />Subrecipient unable to perform any aspect of the Agreement, or has violated any of the covenants,
<br />agreements or stipulations of this Agreement, the Department has the right to immediately suspend or
<br />terminate this Agreement in whole or in part.
<br />The Department may notify the Subrecipient in writing of the need to take corrective action and provide
<br />a period of time in which to cure. The Department is not required to allow the Subrecipient an opportunity
<br />to cure if it is not feasible as determined solely within the Department's discretion. Any time allowed for
<br />cure shall not diminish or eliminate the Subrecipient liability for damages or otherwise affect any other
<br />remedies available to the Department. If the Department allows the Subrecipient an opportunity to cure,
<br />the Department shall notify the Subrecipient in writing of the need to take corrective action. If the
<br />corrective action is not taken within ten (10) calendar days or as otherwise specified by the Department,
<br />or if such corrective action is deemed by the Department to be insufficient, the Agreement may be
<br />terminated in whole or in part.
<br />The Department reserves the right to suspend all or part of the Agreement, withhold further payments,
<br />or prohibit the Subrecipient from incurring additional obligations of funds during investigation of the
<br />alleged compliance breach, pending corrective action by the Subrecipient, if allowed, or pending a
<br />DHS-FEMA-HSGP-SHSP-FFY16 Page 18 of 25 Kittitas, County of, E17-075
<br />
|