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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 court 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 department, 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 TAX ES , FEES , ·AN D LICENSE S
<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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