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Docusign Envelope lD: F24ED3D0-D4D64994-9588-1 246949365D1 ^{}- ili,J' Ml.(r:r 5l.ll(a l n.,..'--.nr.,lr1f 1 iffin1[i1!1' or reduce the liability of the Coniractor to COMMERCE for any breach in the performance of the Contractofs duties. Every subcontractshall include a term that COMMERCE and lhe Strate of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 16. SURVIVAL The terms, conditions, and warnnties contained in his Contract thal by their sense and context are intended to survive the completion of the performance, cancellation ortermination of this Contractshall so su rvive. 17. TERMINATION FORCAUSE ln the event COMMERCE determines the Contractor has failed to comply with the conditions of ihis Contract in a timely manner, COMMERCE has the right to suspend or terminate lhis Contract. Before ru"p"nOingorterminatingthe Conkact, COMMERCEshaII notifytheContractorinwritingof the need.to take conective action. lf conective acdon is not taken within30 calendardays, the Contractmay be terminated or susPended. ln the eventof termination orsuspension, the Contractorshall be liable for damages as authorized by lavr including,butnotlimitedto, anycbstdifferencebetweentheoriginal.contractandthereplacementorc-over contract-and all administratiJecosts direcfiy related to the replacement conlract, e.9., cost of the competitive bidding, mailing, advertising and slaff time' COMMERCE reserveslhe rightto suspend allorpart of the Conlract,withhold furtherpayments,orprohibit the Contractorfrom incu ning additional obligations of fu nds during investigation-of the alleged compliance breach and pending corrective jction by th-e Contractor or a deiision by COMMERCE to terminate the Contact. A termination shall be OeemeO a "Termination for Convenience" if it is determined that the Contracior: 1tl wjs not in default; or (2) failureto perform was outrside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in th is Contract are not exclusive and are, in addition lr any other rights and remedies, provided by law' ,l8. TERMINATION FOR CONVENIENCE Exceptas otherwise provided in this Confact,COMMERCE may, by ten (10) businessdays'written notice, beginning on the second day after the mailing, terminate th is Contract, in whole or in part. lf this Contract is so teiriinated, C9MMER|E shall be liabld only for payment required unde.rthe terms of this Contract for services rendered or goods delivered priorto the effective date of termination. 1e. TERMINATION PROCEDURES Upon termination of this Contract, COMMERCE, in a_ddition to any other-ri.ghts provided in this Contract, may require the Contractor fo deliver to COMMERCE any property specifically produced or acquired for the performance of such part oitfri" Contractas has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property kansfer' COMMERCE shallpay to the Contractorthe agreed upon price, if separately stated, for coryn-t9!9{-yg{ anO "ervices a"""pieO oy COtrltrarnCe, and th6 amountagl'eed upon oyt!.9 Contractorand COMMERCE for (i)iompleted worx ario services for which no separate lrice'rs st?tli.(ii) partially gompleted wok and services, iliil other property or services that are accepted by COMIMERCE, and (iv) the protection and preservation of properly, unless the termination is ford6fault, in which case the Authorized Representalive shall determinethe extenlof he liabilityof COMMERCE. Failureto agree ryl.t!.such determination shall o" " J"pri"*itnin tte m""ning ofih" "bisputes" clause of this ContraCt. coMvERCE maywithholdflom any amounls due the Contract& such su m as the Authorized Representatlve determines to be necessary to protect GOMMERCE against potential loss or liability' The rights and remedies of COMMERCE provided in this section shall notbe exclusive and are in additon to an/other rights and remedies provided by law or underthis Contract. Afterreceipt of a noticeof termination, andexcept as otherwisedirected by theAuthorized Representative' the Contractor shall: Page 10 of 15