2020/12/30 Council Agenda Packet

request. The Department reserves the right to recover from the Subrecipient all disallowed costs resulting from the audit. After the single audit has been completed, and if it includes any audit findings, the Subrecipient must send a full copy of the audit and its Corrective Action Plan to the Department at the following address no later than nine (9) months after the end of the Subrecipient's fiscal year(s): Contracts Office Washington Military Department Finance Division, Building #1 TA-20 Camp Murray, WA 98430-5032 The Department retains the sole discretion to determine whether a valid claim for an exemption from the audit requirements of this provision has been established. Conducting a single or program -specific audit in compliance with 2 CFR Part 200 Subpart F is a material requirement of this Agreement. In the absence of a valid claim of exemption from the audit requirements of 2 CFR Part 200 Subpart F, the Subrecipient's failure to comply with said audit requirements may result in one or more of the following actions in the Department's sole discretion: a percentage of federal awards being withheld until the audit is completed in accordance with 2 CFR Part 200 Subpart F; the withholding o r disallowing of overhead costs; the suspension of federal awards until the audit is conducted and submitted; or termination of the federal award. A.29 SUBRECIPIENT NOT EMPLOYEE The parties intend that an independent contractor relationship will be created by this Agreement. The Subrecipient, and/or employees or agents performing under this Agreement are not employees or agents of the Department in any manner whatsoever. The Subrecipient will not be presented as, nor claim to be, an officer or employee of the Department by reason of this Agreement, nor will the Subrecipient make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the Department or of the state of Washington by reason of this 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 u nder Chapter 41.06 RCW. It is understood that if the Subrecipient is another state department, state agency, state university, state college, state community college, state board or state commission, that the officers and employees are e mployed by the state of Washington in their own right and not by reason of this Agreement. A.30 TAXES, FEES AND LICENSES U nless otherwise provided in this Agreement, the Subrecipient 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 Subrecipient or its staff required by statute or regulation that are applicable to Agreement performance. A.31 TERMINATION FOR CONVENIENCE N otwithstanding any provisions of this Agreement, the Subrecipient may terminate this Agreement by providing written notice of such termination to the Department Key Personnel identified in the Agreement, specifying the effective date thereof, at least thirty (30) days prior to such date. Except as otherwise provided in this Agreement, the Department, in its sole discretion and in the best interests of the state of Washington, may terminate this Agreement in whole or in part by providing ten (10) calendar days written notice, beginning on the second day after mailing to the Subrecipient Upon n otice of termination for convenience the Department reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Subrecipient from incurring additional obligations of funds. In the event of termination, the Subrecipient shall be liable for all damages as authorized by law. The rights and remedies of the Department 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 Department in its sole discretion, determines the Subrecipient has failed to fulfill in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition so as to endanger performance hereunder, is in violation of any laws or regulations that render the S ubrecipient unable to perform any aspect of the Agreement, or has violated any of the covenants, DHS-FEMA-EMPG-FY20 Page 18 of 36 City of Everett OEM, E21-161