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A.29
<br />4.30
<br />4.31
<br />4.32
<br />Department every year thereafter, and if the Subrecipient is claiming it is exempt from the audit
<br />requirements of 2 CFR Part 200 Subpart F include an explanation of the criteria for exemption.
<br />The Department retains the sole discretion to determine whether a valid claim for an exemption from the
<br />audit requirements of this provision has been established.
<br />Conducting a single or program-specific audit in compliance with 2 GFR Part 200 Subpart F is a material
<br />requirement of this Agreement. ln the absence of a valid claim of exemption from the audit requirements
<br />of 2 CFR Part 200 Subpart F, the Subrecipient's failure to comply with said audit requirements may result
<br />in one or more of the following actions in the Department's sole discretion: a percenlage of federal awards
<br />being withheld untilthe audit is completed in accordance with 2 CFR Part 200 Subpart F; the withholding
<br />or disallowing of overhead costs; the suspension of federal awards until the audit is conducted and
<br />submitted; or termination of the federal award.
<br />SUBRECIPIENT NOT EMPLOYEE
<br />The parties intend that an independent contractor relationship will be created by this Agreement. The
<br />Subrecipient, and/or employees or agents performing under this Agreement are not employees or agents
<br />of the Department in any manner whatsoever. The Subrecipient will not be presented as, nor claim to
<br />be, an officer or employee of the Department by reason of this Agreement, nor will the Subrecipient make
<br />any claim, demand, or application to or for any right or privilege applicable to an officer or employee of
<br />the Department or of the siate of Washington by reason of this Agreement, including, but nol limiied to,
<br />Workrnen's Compensation coverage, unemployment insurance benefits, social security benefits,
<br />retirement membership or credit, or privilege or benefit which would accrue to a civil service employee
<br />under Chapter 41.06 RCW.
<br />It is understood that if the Subrecipient is another state deparlment, state agency, state university, state
<br />college, state community college, state board, or state commission, that the officers and employees are
<br />employed by the state of Washington in their own right and not by reason of this Agreement,
<br />TAXES. FEES AND LICENSES
<br />Unless otherwise provided in this Agreement, the Subrecipient shall be responsible for, pay and maintain
<br />in current status alltaxes, unemployment contributions, fees, licenses, assessments, permit charges and
<br />expenses of any other kind for the Subrecipient or its staff required by statute or regulation that are
<br />applicable to Agreement performance.
<br />TERMT NATTON FOR-CONVENTENCE
<br />Notwithstanding any provisions of this Agreement, the Subrecipient may terminate this Agreement by
<br />providing wdtten notice of such termination to the Department Key Personnel identified in the Agreemeni,
<br />specifying the effective date thereof, at least thirty (30) days prior to such date.
<br />Exept as otherwise provided in this Agreement, the Depaftment, in its sole discretion and in the best
<br />interests of the state of Washington, may terminate this Agreement in whole or in part by providing ten
<br />(10) calendar days written notice, beginning on the second day after mailing to the Subrecipient, Upon
<br />notice of termination for convenience, 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
<br />of funds. ln 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 exclusive and
<br />are in addition to any other rights and remedies provided by law.
<br />TERMTNATTON OR SUSPENSTON FOR CAUSE
<br />ln the event the Department, in its sole discretion, delermines the Subrecipient has failed to fulfill in a
<br />timely and proper manner its obligations under this Agreement, is in an unsound financial condition so
<br />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 Department may notify the Subrecipient in writing of the need to take corrective action and provide
<br />a periodof time in which to cure. The Department is not required to allow the Subrecipient an opportunity
<br />to cure if it is not feasible as determined solely within the Department's discretion. Any time ailowed for
<br />cure shall not diminish or eliminate the Subrecipient's liability for damages or othenrise affect any other
<br />remedies available to the Department. lf the Department allows the Subrecipient an oppoftunity to cure,
<br />DHS-FEMA-HSGP-SHSP-FFY1 9 Page 18 of 37 Kiltitas County, E22-280
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