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Unless otherwise provided in this Agreement, the SUBRECIPIENT shall be responsible for, pay and
<br />maintain in cu rrent status all taxes, unemployment contributions , fe es, licenses, assessments, permit charges
<br />and expenses of any other ki,nd for the SUBRECIPIENT or its staff required by statute er regulation that are
<br />applicable to Agreement performance.
<br />TERMINATION FOR CONVENIENCE
<br />Notwithstanding any previs'ions 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 Agreement,
<br />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
<br />best interests of the State of Washington, may terminate this Agreement In whole or in part by providing ten
<br />(10) calendar daY's written notice, beginning on the second day. after mailing to the SUBRECIPIENT. Upon
<br />notice of termination for cenvenience , 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 of
<br />funds. In the event of termination, the SUBRECIPIENT shall be liable for all damages as authorized by law.
<br />The rights and remedies of the DEPARTMENT provided for in this section shall not be exclusive and are In
<br />addition to any other rights and remedies provided by law.
<br />TERMINATION OR SUSPENSION FOR CAUSE
<br />In the event the DEPARTMENT, in its sole discretion, determines the SUBRECIPIENT has failed to
<br />fulfill in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition
<br />so 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" D6PARTMENT 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 requ i red to allow the SUBRECIPIENT an
<br />opportunity to cUre if it is not feasible as determined solely within the DEPARTMENT's d iscretion . Any time
<br />allowed for cure shall not diminish or eliminate the SUBRECIPIENT liability for damages or otherwise affect
<br />any other remedies available to the DEPARTMENT. If the DEPARTMENT allows the SUBRECIPIENT an
<br />opportunity to cure , the DEPARTMENT shall notify the SUBRECIPIENT in writing of the need to take
<br />corrective' action. If the corrective action is not taken within ten (10) calendar days or as otherwise specified by
<br />the DEPARTMENT, or if such corrective action is deemed by the DEPARTMENT to be i nsufficient, the
<br />Agreement may be terminated in whole or in part.
<br />The DEPARTMENT reserves the right to suspend all or part of the Agreement, withhold further payments , or
<br />prohibit the SUBRECIPIENT from incurring additional obligations of funds during investigation of the alleged
<br />compliance breach ; pend ing corrective action by the SUBRECIPIENT, if allowed , o r pending a decision by the
<br />DEPARTMENT to terminate the Agreement in whole 0r in part.
<br />In the event of termination, the SUBRECIPIENT shall be liable for all damages as authorized by law,
<br />including but not limited to, any cost difference between the original Agreement and the replacement or cover
<br />Agreement and all administrative costs directly related to the replacement Agreement, e.g ., cost of
<br />administering the competitive solicitation process, mailing, advertising and other associated staff time. The
<br />rights and remedies of the DEPARTMENT provided for in this section shall not be exclusive and are in addition
<br />to any other rights and remedies provided by law.
<br />If it is determined that the SUBRECIPIENT: (1) was not in default or material breach, or (2) failure to perform
<br />was outside of the SUBRECIPIENT's control, fault or negligence, the termination shall be deemed to be a
<br />"Termination for Convenience".
<br />TERMINATION PROCEDURES
<br />In addition to the procedures set forth below, jf the DEPARTMENT terminates this Agreement, the
<br />SUBRECIPIENT shall follew any pro,cedures specified in the termination notice. Upon termination of this
<br />Agreement and in addition to' any other rights pr.ovided in this Agreement, the DEPARTMENT may require the
<br />SUBRECIPIENT to deliver to the DEPARTMENT any property specifically produced or acquired for the
<br />performance of such part of this Agreement as has been terminated.
<br />If the termination is for conve ni ence, the DEPARTMENT shall pay to the SUBRECIPIENT agreed upon
<br />price, if separately stated, for properly authorized and comp leted work and services" rendered or goods
<br />15PDM Page 18 of 43 Kittitas County Dept. Of Public Works, E17-062
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