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Docusign Envelope lD: F24ED3D0-D4D6-499A-9588-1 246949365D1 <br />jlasri{1i1.c,il il,Jte <br />-:Elj'i.:;-!lll :ri( ommex:e <br />or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the <br />Contractot's duties. <br />Every subcontractshall include a term that COMMERCE and the State of Washington are not liable for <br />claims or damages arising from a Su bcontracto/s performance of the subcontract. <br />16. suRvlvAL <br />The terms, conditions, and warranties contained in th is Contract that by their sense and context are <br />intended to survive the completion of the performance, cancellation ortermination of this Contractshall so <br />survive. <br />17. TERMINATION FOR CAUSE <br />ln the event COMMERcE determines the Contractor has failed to comply with the conditions of this <br />Contract in a timely manner, COMMERCE has the right to suspend or terminate this Contract. Before <br />suspending or terminating the Contract, COMMERCElhall notify the Contractor in writing of the need to <br />take conective action. lf-corrective action is not taken within 30 calendardays, the Contract may be <br />terminated or suspen ded. <br />ln the eventof termination orsuspension, the Contractorshall be liable for damages as authorized by law <br />including,butnotlimitedto, anycostdifferencebetweentheoriginal contractandthereplacementorcover <br />contract and all administrative costs directly related to the replacement contract, e.9., cost of the <br />competitive bidding, mailing, advertising and staff time. <br />COMMERCE reserves the rightto su spend all orpart of the Contract, with hold furtherpayments, or proh ibit <br />the Contractorfrom incu rring additional obligations of funds du ring investigation of the_alleged compliance <br />breach and pending corr""t-iue action by the Contractor or a decision by COMMERCE to terminate the <br />Contract. A terminition shall be deemed a "Termination for Convenience" if it is determined that the <br />Contractor: (1) was not in default; or (2) failureto perform was outside of his or her control, faultor <br />negligence. <br />The rights and remedies of COMMERCE provided in this Contractare notexclusive and are, in addition tl <br />any other rights and remedies, provided by law. <br />18. TERMINATION FOR CONVENIENCE <br />Exceptas otherwise provided in this Contract, COMMERCE may, by ten (10) businessdays'written notice, <br />begin n ing on the second day after th e mailing, termin ate th is Contract, in whole or in part. lf th is Contract <br />is Jo terminated, COMMEnbf sfratt be liable onlyfor payment required underthe ierms of this Contrad <br />for services rendered or goods delivered prior to the effective date of termination. <br />19. TE TION PROCEDURE S <br />.{%trJ <br />Upon termination of this Contract, COMMERCE, in addition to any other rights provided in this Contract, <br />may require the Contractor to deliver to COMMERCE any property specifically produced or acquired for <br />the'performance of such part of this Contractas has been terminated. The provisions of the "Treatment of <br />Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the Contractorthe agreed upon price, if separately stated, for completed work <br />and services accepiedOy COMMERCE, and the amountagreed upon bythe Contractorand COMMERCE <br />for (i) completed work and services for which no separate price is stated, (ii) partially completed work and <br />services, iiii; otner property or services that are accepted by COMMERCE, and (iv) the protection and <br />preservation'of property, unlessthetermination isfordefault, in which casetheAuthorized Representalive <br />shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall <br />be a dispute within the meaning of the "bisputes" clause of this Contract. COMMERCE maywithhold from <br />any amou nts due th e Contractor such su m as the Auth orized Representative determines to be necessary <br />to protect COMMERCE against potential loss or liability. <br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addilion <br />to any other rights and remedies provided by law or underthis Contract' <br />After receipt of a notice of termination, and except as othenarisedirected by theAuthorized Representative, <br />the Contractor shall: <br />Page 10 of 15