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DbcuSign Envelope ID:76DA97CE-66F9-4CED-AED7-5A297A4878AE
<br /> 10.TERMINATION
<br /> A. Termination for Default
<br /> The AOC may, by written notice, terminate this contract, in whole or in part,for
<br /> failure of the Contractor to perform any of the obligations or provisions required by
<br /> the contract. In the event of default, the Contractor shall be liable for damages as
<br /> authorized by law, including but not limited to, any cost difference between the
<br /> original contract and the replacement or cover contract and all administrative costs
<br /> directly related to the replacement contract, e.g., cost of the competitive bidding,
<br /> mailing, advertising and staff time; Provided, that if(i) it is determined for any reason
<br /> the Contractor was not in default, or (ii)the Contractor's failure to perform is without
<br /> Contractor's and/or Subcontractor's control, fault, or negligence, the termination
<br /> shall be deemed to be a Termination for Convenience.
<br /> B. Termination for Convenience
<br /> Except as otherwise provided in this contract, the AOC may terminate this contract
<br /> by providing written notice of such termination to the Contractor, specifying the
<br /> effective date thereof, at least five (5) calendar days prior to such date. If this
<br /> contract is so terminated, the AOC shall be liable only for payment for services
<br /> rendered prior to the effective date of termination.
<br /> 11. DISPUTES
<br /> The Parties agree to attempt to resolve any dispute arising under this Agreement first by
<br /> elevating the matter to appropriate levels of management within each organization.
<br /> Grantee agrees that pending any decision, appeal or judgment on the settlement of any
<br /> dispute arising under this Agreement, Grantee shall proceed diligently with the
<br /> performance of this Agreement.
<br /> 12. INDEMNIFICATION
<br /> The Contractor shall defend, protect, and hold harmless the state of Washington, the AOC,
<br /> or any employees thereof, from and against all claims, suits or actions arising from the
<br /> Contractor's acts which are libelous or slanderous, which result in injury to persons or
<br /> property, which violate a right of confidentiality, or which constitute an infringement of any
<br /> copyright, patent, trademark or trade name through use or reproduction of material of any
<br /> kind.
<br /> 13. FORCE MAJEURE
<br /> Neither Contractor nor AOC shall be liable or responsible for delays or failures in
<br /> performance resulting from events beyond the reasonable control of such party and
<br /> without fault or negligence of such party. Such events shall include but not be limited to
<br /> strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power
<br /> failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or
<br /> other disasters, whether or not similar to the foregoing, and acts or omissions or failure to
<br /> cooperate of the other party or third parties (except Subcontractors).
<br /> GRT22440 Page 4 of 6
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