King County Office of Emergency Management 3/25/2019

E. In addition, the County may withhold any payment owed the Subrecipient or prohibit the Subrecipient from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed; and F. Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Section XXIII. Subsections A, B, C, and D. XX. TERMINATION A. This Agreement may be terminated by the County without cause, in whole or in part, prior to the termination date specified in Section II, by providing 30 days advance written notice of the termination to the Subrecipient. B. The County may terminate this Agreement, in whole or in part, upon seven days advance written notice in the event: (1)the Subrecipient materially breaches any duty, obligation, or service required pursuant to this Agreement; and/or(2)the duties, obligations, or services required herein become impossible, illegal, or not feasible. If the Agreement is terminated by the County pursuant to this Subsection XXIII.B.(1), the Subrecipient shall be liable for damages, including any additional costs of procurement of similar services from another source. If the termination results from acts or omissions of the Subrecipient, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, the Subrecipient shall immediately return to the County any funds, misappropriated or unexpended, which have been paid to the Subrecipient by the County. C. If County or other expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth in this Agreement and its attached Exhibits, the County may, upon written notification to the Subrecipient, terminate this Agreement in whole or in part. If the Agreement is terminated as provided in this Subsection: (1) the County shall be liable only for payment in accordance with the terms of this Agreement for services rendered prior to the effective date of termination; and (2)the Subrecipient shall be released from any obligation to provide such further services pursuant to the Agreement as are affected by the termination. Funding or obligation under this Agreement beyond the current appropriation year is conditional upon appropriation by the County Council of sufficient funds to support the activities described in the Agreement. Should such appropriation not be approved, this Agreement shall terminate at the close of the current appropriation year. D. This Agreement may be terminated by the Subrecipient without cause, prior to the date specified by providing the County 90 days advance written notice of the termination. The Subrecipient shall provide the County 90 days advance written notice of its intent not to renew this Agreement, in whole or in part. E. Nothing herein shall limit,waive, or extinguish any right or remedy provided by this Agreement or law that either party may have in the event that the obligations, terms, and conditions set forth in this Agreement are breached by the other party. XXI. FUTURE SUPPORT Subrecipient Agreement#FFY16-CCTA-Everett FD Page 12 of 20