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Washington by reason of this Agreement, including, but not limited to, Workmen's Compensation
<br /> coverage, unemployment insurance benefits, social security benefits, retirement membership or credit,
<br /> or privilege or benefit which would accrue to a civil service employee under Chapter 41.06 RCW.
<br /> It is understood that if the SUBRECIPIENT is another state department, state agency, state university,
<br /> state college, state community college, state board, or state commission, that the officers and
<br /> employees are employed by the State of Washington in their own right and not by reason of this
<br /> Agreement.
<br /> A.35 TAXES, FEES AND LICENSES
<br /> Unless otherwise provided in this Agreement, the SUBRECIPIENT shall be responsible for, pay and
<br /> maintain in current status all taxes, unemployment contributions, fees, licenses, assessments, permit
<br /> charges and expenses of any other kind for the SUBRECIPIENT or its staff required by statute or
<br /> regulation that are applicable to Agreement performance.
<br /> A.36 TERMINATION FOR CONVENIENCE
<br /> Notwithstanding any provisions of this Agreement, the SUBRECIPIENT may terminate this Agreement
<br /> by providing written notice of such termination to the DEPARTMENTs Key Personnel identified in the
<br /> Agreement, specifying the effective date thereof, at least thirty (30) days prior to such date.
<br /> Except as otherwise provided in this Agreement, the DEPARTMENT, in its sole discretion and in the
<br /> best interests of the State of Washington, may terminate this Agreement in whole or in part by providing
<br /> ten (10) calendar days written notice, beginning on the second day after mailing to the
<br /> SUBRECIPIENT. Upon notice of termination for convenience, the DEPARTMENT reserves the right to
<br /> suspend all or part of the Agreement, withhold further payments, or prohibit the SUBRECIPIENT from
<br /> incurring additional obligations of funds. In the event of termination, the SUBRECIPIENT shall be liable
<br /> for all damages as authorized by law. The rights and remedies of the DEPARTMENT provided for in
<br /> this section shall not be exclusive and are in addition to any other rights and remedies provided by law.
<br /> A.37 TERMINATION OR SUSPENSION FOR CAUSE
<br /> In the event the DEPARMENT, in its sole discretion, determines the SUBRECIPIENT has failed to fulfill
<br /> in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition
<br /> so as to endanger performance hereunder, is in violation of any laws or regulations that render the
<br /> SUBRECIPIENT unable to perform any aspect of the Agreement, or has violated any of the covenants,
<br /> agreements or stipulations of this Agreement, the DEPARTMENT has the right to immediately suspend
<br /> or terminate this Agreement in whole or in part.
<br /> The DEPARTMENT may notify the SUBRECIPIENT in writing of the need to take corrective action and
<br /> provide a period of time in which to cure. The DEPARTMENT is not required to allow the
<br /> SUBGRANTEE an opportunity to cure if it is not feasible as determined solely within the
<br /> DEPARTMENT's discretion. Any time allowed for cure shall not diminish or eliminate the
<br /> SUBRECIPIENT's liability for damages or otherwise affect any other remedies available to the
<br /> DEPARTMENT. If the DEPARTMENT allows the SUBRECIPIENT an opportunity to cure, the
<br /> DEPARTMENT shall notify the SUBRECIPIENT in writing of the need to take corrective action. If the
<br /> corrective action is not taken within ten (10) calendar days or as otherwise specified by the
<br /> DEPARTMENT, or if such corrective action is deemed by the DEPARTMENT to be insufficient, the
<br /> Agreement may be terminated in whole or in part.
<br /> The DEPARTMENT reserves the right to suspend all or part of the Agreement, withhold further
<br /> payments, or prohibit the SUBRECIPIENT from incurring additional obligations of funds during
<br /> investigation of the alleged compliance breach, pending corrective action by the SUBRECIPIENT, if
<br /> allowed, or pending a decision by the DEPARTMENT to terminate the Agreement in whole or in part.
<br /> In the event of termination, the SUBRECIPIENT shall be liable for all damages as authorized by law,
<br /> including but not limited to, any cost difference between the original Agreement and the replacement or
<br /> cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost
<br /> of administering the competitive solicitation process, mailing, advertising and other associated staff
<br /> time. The rights and remedies of the DEPARTMENT provided for in this section shall not be exclusive
<br /> and are in addition to any other rights and remedies provided by law.
<br /> If it is determined that the SUBRECIPIENT: (1) was not in default or material breach, or (2) failure to
<br /> perform was outside of the SUBRECIPIENT's control, fault or negligence, the termination shall be
<br /> deemed to be a "Termination for Convenience".
<br /> Public Assistance Grant Agreement Page 18 of 21 City of Everett, D21-293
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