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The Subrecipient shall defend,at its own cost,any and all claims or suits at law or in
<br />equity,which may be brought against the Subrecipient in connection with the project.The
<br />Subrecipient shall not look to the Department,or to any state or federal agency,or to any
<br />of their employees or agents,for any performance,assistance,or any payment or
<br />indemnity,including but not limited to cost of defense and/or attorneys'fees,in connection
<br />with any claim or lawsuit brought by any third party related to any design,development,
<br />construction,implementation,operation and/or maintenance of a project.
<br />A.28 SEVERABILITY
<br />If any coud of rightful jurisdiction holds any provision or condition under this Agreement or
<br />its application to any person or circumstances invalid,this invalidity does not affect other
<br />provisions,terms or conditions of the Agreement,which can be given effect without the
<br />invalid provision.To this end,the terms and conditions of this Agreement are declared
<br />severable.
<br />A.29 SUBRECIPIENT NOT EMPLOYEE
<br />The parties intend that an independent contractor relationship will be created by this
<br />Agreement.The Subrecipient,and/or employees or agents performing under this
<br />Agreement are not employees or agents of the Department in any manner whatsoever.
<br />The Subrecipient will not be presented as,nor claim to be,an officer or employee of the
<br />Department by reason of this Agreement,nor will the Subrecipient make any claim,
<br />demand,or application to or for any right or privilege applicable to an officer or employee
<br />of the Department or of the State of Washington by reason of this Agreement,including,
<br />but not limited to,Workmen's Compensation coverage,unemployment insurance benefits,
<br />social security benefits,retirement membership or credit,or privilege or benefit which
<br />would accrue to a civil service employee under Chapter 41.06 RCW.
<br />It is understood that if the Subrecipient is another state depadment,state agency,state
<br />university,state college,state community college,state board,or state commission,that
<br />the officers and employees are employed by the state of Washington in their own right
<br />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,
<br />pay and maintain in current status all taxes,unemployment contributions,fees,licenses,
<br />assessments,permit charges and expenses of any other kind for the Subrecipient or its
<br />staff required by statute or regulation that are applicable to Agreement performance.
<br />A.31 TERMINATION FOR CONVENIENCE
<br />Notwithstanding any provisions of this Agreement,the Subrecipient may terminate this
<br />Agreement by providing written notice of such termination to the Department's Key
<br />Personnel identified in the Agreement,specifying the effective date thereof,at least thirty
<br />(30)days prior to such date.
<br />Except as otherwise provided in this Agreement,the Department,in its sole discretion and
<br />in the best interests of the State of Washington,may terminate this Agreement in whole
<br />or in part by providing ten (10)calendar days written notice,beginning on the second day
<br />after mailing to the Subrecipient.Upon notice of termination for convenience,the
<br />Department reserves the right to suspend all or part of the Agreement,withhold further
<br />payments,or prohibit the Subrecipient from incurring additional obligations of funds.In
<br />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
<br />exclusive and are in addition to any other rights and remedies provided by law.
<br />DHS-FEMA-HSGP-SHSP-FFY15 Page 20 of 26 Kittitas County Sheriffs Office,E16-071
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