Amend to Interagency Agreement btweeen KCPHD and Dept of Commerce

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Docusign Envelope ID: F24ED3D0-D4D6-499A-9588-1246949365D1 or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 16. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation ortermin ation of this Contract sh all so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Contractor has failed to comply with the conditions of this Contract in a timely manner, COMMERCE has the right to suspend or terminate this Contract. Before suspending or terminating the Contract, COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Contract may be terminated or suspended. In the event of termination or suspension, the Contractor sh all be liable for damages as authorized by law including, but n of limited to, any cost difference between the original contractand 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. COMMERCE reserves the rightto suspend all or pa rt of the Contract, withhold further payments, or prohibit theContractorfrom incurring additional obligations of fundsdudng investigation of thealieged compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the Contract. A termination shall be deemed a "Termination for Convenience' if it is determined that the Contractor: (1) was not in default; or (2) Failure to perform was outside of his or her control, fault or negligence. The rightsand remedies of COMMERCE provided in this Contractare notexclusive and are, in addition to any other rights and remedies, provided by law. 18. TERMINATION FOR CONVENIENCE Exceptas otherwise provided in th is Contract, COMMERCE may, by ten (10) businessdays' written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If th is Contract is so terminated, COMMERC E shall be liable only for payment required underthe terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 19, TERMINATION PROCEDURES Upon termination of this Contract, COMMERCE, in addition to any other rights provided in this Contract, may require the Contractor to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Contractas has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. COMMERCEshaII pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Con tra ctor an d COMMERCE for ti) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) the protection and preservation of property, u n I e ss th e te rmi n a Von is for defauIt, in which case th e Au th a ri zed 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 with hold from any amounts due th e Contractor such su m as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall notbe exclusive and are in addition to any other rights and remedies provided by law or underthis Contract. After receipt of a notice of termination, and except as otherwise directed by th a Authodzed Representative, the Contractor shall: Page 10 of 1S