FINAL GRT22439-KC District Courts 12-7-21

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assigned or subcontracted (including to independent consultants) without the prior written permission of AOC . 10. TERMINATION A. Termination for Default The AOC may , by written notice, terminate this contract, in whole or in part , for failure of the Contractor to perform any of the obligations or provisions required by the contract. In the event of default, the Contractor shall be liable for damages as authorized by law , including but not limited to , any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g ., cost of the competitive bidding , mailing , advertising and staff time; Provided, that if (i) it is determined for any reason the Contractor was not in default, or (ii) the Contractor's failure to perform is without Contractor's and/or Subcontractor's control , fault , or negligence , the termination shall be deemed to be a Termination for Convenience . B. Termination for Convenience Except as otherwise provided in this contract , the AOC may term inate this contract by providing written notice of such termination to the Contractor, specifying the effective date thereof, at least five (5) calendar days prior to such date. If this contract is so terminated, the AOC shall be liable only for payment for services rendered prior to the effective date of termination. 11. DISPUTES The Parties agree to attempt to resolve any dispute arising under this Agreement first by elevating the matter to appropriate levels of management within each organization . Grantee agrees that pending any decision , appeal or judgment on the settlement of any dispute arising under this Agreement , Grantee shall proceed diligently with the performance of this Agreement. 12 . INDEMNIFICATION The Contractor shall defend , protect, and hold harmless the state of Washington , the AOC, or any employees thereof, from and against all claims , suits or actions arising from the Contractor's acts which are libelous or slanderous, which result in injury to persons or property, which violate a right of confidentiality, or which constitute an infringement of any copyright, patent, trademark or trade name through use or reproduction of material of any kind . 13. FORCE MAJEURE Neither Contractor nor AOC shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to strikes , lockouts, riots, acts of war, epidemics, pandemics, acts of government , fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism , or GRT22439 Page 4 of 6 DocuSign Envelope ID: E9DD588F-252A-4E52-85E4-48541B7334D1