Staff Report_BEAD Agreement with State

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Page 33 of 44 compliance, and quality assurance under this Contract. The Subrecipient shall provide access to its facilities for this purpose. 40. Savings In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may terminate the Contract under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 41. Severability The provisions of this Contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract. 42. Site Security While on COMMERCE premises, Subrecipient, its agents, employees, or subcontractors shall conform in all respects with physical, fire or other security policies or regulations. 43. Subcontracting The Subrecipient may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Subrecipient shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Subrecipient to amend its subcontracting procedures as they relate to this Contract; (b) prohibit the Subrecipient from subcontracting with a particular person or entity; or (c) require the Subrecipient to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Subrecipient is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Subrecipient shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Subrecipient to COMMERCE for any breach in the performance of the Subrecipient’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. 44. 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 or termination of this Contract shall so survive.