2014/07/16 Council Agenda Packet

7 A.27 SEVERABILITY If any court of rightful jurisdiction holds any provision or condition under this Grant Agreement or its application to any person or circumstances invalid, this invalidity does not affect other provisions, terms or conditions of the Grant Agreement, which can be given effect without the invalid provision. To this end, the terms and conditions of this Grant Agreement are declared severable. A.28 SUB -CONTRACTING The Subgrantee shall use a competitive procurement process in the award of any contracts with contractors or sub -contractors that are entered into under the original contract award. The procurement process followed shall be in accordance with 44 CFR Part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, or with OMB Circular A-110, Uniform Administrative Requirements for Grants and Other Agreements with Institutions of Higher Education, Hospitals, and Other Nonprofit Organizations, as applicable to the Subgrantee. All sub -contracting agreements entered into pursuant to this Grant Agreement shall incorporate this Grant Agreement by reference. A.29 SUBGRANTEE NOT EMPLOYEE The parties intend that an independent contractor relationship will be created by this Grant Agreement. The Subgrantee, and/or employees or agents performing under this Grant Agreement are not employees or agents of the County in any manner whatsoever. The Subgrantee will not be presented as nor claim to be an officer or employee of the County, the Department or of the State of Washington by reason of this Grant Agreement, nor will the Subgrantee make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the County, the Department or of the State of Washington by reason of this Grant Agreement, including, but not limited to, Workmen's Compensation coverage, unemployment insurance benefits, social security benefits, retirement membership or credit, or privilege or benefit which would accrue to a civil service employee under Chapter 41.06 RCW. A.30 TAXES, FEES AND LICENSES Unless otherwise provided in this Grant Agreement, the Subgrantee shall be responsible for, pay and maintain in current status all taxes, unemployment contributions, fees, licenses, assessments, permit charges and expenses of any other kind for the Subgrantee or its staff required by statute or regulation that are applicable to Grant Agreement performance. A.31 TERMINATION FOR CONVENIENCE Notwithstanding any provisions of this Grant Agreement, the Subgrantee may terminate this Grant Agreement by providing written notice of such termination to the County's Key Personnel identified in the Grant Agreement, specifying the effective date thereof, at least thirty (30) days prior to such date. Except as otherwise provided in this Grant Agreement, the County, in its sole discretion and in the best interests of the State of Washington, may terminate this Grant Agreement in whole or in part by providing ten (10) calendar days written notice, beginning on the second day after mailing to the Subgrantee. Upon notice of termination for convenience, the County reserves the right to suspend all or part of the Grant Agreement, withhold further payments, or prohibit the Subgrantee from incurring additional obligations of funds. In the event of termination, the Subgrantee shall be liable for all damages as authorized by law. The rights and remedies of the County provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. A.32 TERMINATION OR SUSPENSION FOR CAUSE In the event the County, in its sole discretion, determines the Subgrantee has failed to fulfill in a timely and proper manner its obligations under this Grant Agreement, is in an unsound financial condition so as to endanger performance hereunder, is in violation of SHSP-FFY 12 Page 17 of 25 E13-152 — Everett -DEM 56