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DocuSign Envelope ID: 3BC82C24-43B5-42CB-8235-88COED7DABO1 <br />notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding <br />limitations and conditions. <br />13. Severa_bility <br />The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for <br />any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the <br />Grant. <br />14. Sub rantin ISubcontractin <br />The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written <br />approval of COMMERCE. <br />If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to <br />subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, <br />COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they <br />relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or <br />(c) require the Grantee to rescind or amend a subcontract. <br />Every subcontract shall bind the Subgrantee to follow all applicable terms of this Grant. The Grantee is <br />responsible to COMMERCE if the Subgrantee fails to comply with any applicable term or condition of <br />this Grant. The Grantee shall appropriately monitor the activities of the Subgrantee to assure fiscal <br />conditions of this grant. In no event shall the existence of a subcontract operate to release or reduce <br />the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. <br />Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for <br />claims or damages arising from a Subgrantee's performance of the subcontract. <br />15. Survival <br />The terms, conditions, and warranties contained in this Grant that by their sense and context are <br />intended to survive the completion of the performance, cancellation or termination of this Grantee shall <br />so survive. <br />16. Termination for Cause <br />In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant <br />in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending <br />or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective <br />action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or <br />suspended. <br />In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law <br />including, but not limited to, any cost difference between the original Grant and the replacement or <br />cover Grant and all administrative costs directly related to the replacement contract, e.g., cost of the <br />competitive bidding, mailing, advertising and staff time. <br />COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or <br />prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged <br />compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to <br />terminate the grant. A termination shall be deemed a "Termination for Convenience" if it is determined <br />that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault <br />or negligence. <br />The rights and remedies of COMMERCE provided in this Grant are not exclusive and are in addition to <br />any other rights and remedies provided by law. <br />Page 13 of 16 <br />