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DocuSign Envolope lD: 2A5377 17 -7667-43CF-852C-24E86D28998E GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEOERAL FUNDS Every subcontract shall include a term that OOMMERCE and the State of Washington are not liable for clairns or damages arising from a Subgrantee's performance of lhe subcontract. I6. SURVIVAL The terms, conditions, and warrantiee contained in this Gran that by their sense and conlext are intended to survive ihe completion of the performance, cancellation or lermination of this Granlee shall so survive. 17. TERMINATION FOR CAUSE ln lhe event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a tirnely rnanner, COMMERCE has the right to suspend or lerminatethis contract. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corec{ivi aclion, lf corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. ln the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant -and the replacement or cover Grant and all administrative costs direclly related to the replacemenl contracl, e.g., cost of lhe competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of ihe Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the GRANTEE or a decision Uy COUUE RCE to terminate the grant. A terminalion shall be deemed a 'Termination for Convenience" if it is determined that the Grantee: (1) was not in default; or (21failure to perform was outside of his or her control, fault or negligenee. The rights and remedies of COMMERCE provided in this Grant are not exclusiva and are in addition to any other rights and remedies provided by law" 18. TERMINATION FOR CONVENIENCE Except aa othen'vise provided in this Grant, COMMERCE may, by ten (10) business days written nolice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. lf this Grant ie so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 19. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this contract, may require the Grantee to deliver to COMMERCE any property specilically produced or acquired for the perlormance of such part of this Grant as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Grantee the agreed upon price, if separatety stated, for completed work and services accepted by CoMMERCE, and the amount agreed upon by the Grantee and CoMMERCE for (i) completed work and services for which no sepsrate price is siated, (ii) partially completed work and servicee, (iii) other property or services that are accepted by COMMERCE, and 1iv) ttre protection and preservation of property, unless lhe termination is for defautt, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. COMMERCE may withhold from any amounts due the Grantee such surn as the Authorized Represenlalive determines to be necessary to protect COMMERCE against poteniial toss or tiability. The rights and remedies of COMMERCE provided in this section shatl not be exclusive and are in addition to any other righls and remedies provided by law or under this contract. Page 10