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<br />WDFW # 23-23154 Page 12 of 18
<br />SUBCONTRACTING
<br />Neither the GRANTEE nor any Subcontractor(s) shall enter
<br />into subcontracts for any of the work contemplated under this
<br />contract without obtaining prior written approval of the
<br />AGENCY. AGENCY may deny the use of specific
<br />subcontractors if the subcontractors would not be eligible,
<br />under federal rules and regulations, to be funding
<br />subrecipients. In no event shall the existence of the
<br />subcontract operate to release or reduce the liability of the
<br />GRANTEE to the AGENCY for any breach in the performance
<br />of the GRANTEE’s duties. This clause does not include
<br />contracts of employment between the GRANTEE and
<br />personnel assigned to work under this contract.
<br />Additionally, the GRANTEE is responsible for ensuring that all
<br />terms, conditions, assurances and certifications set forth in this
<br />contract are carried forward to any subcontracts. The
<br />GRANTEE and its Subcontractors agree not to release,
<br />divulge, publish, transfer, sell or otherwise make known to
<br />unauthorized persons personal information without the express
<br />written consent of the agency or as provided by law.
<br />TERMINATION
<br />Except as otherwise provided in this contract, the AGENCY
<br />may, by 10 calendar days written notice, beginning on the
<br />second day after the mailing, terminate this contract, in whole
<br />or in part. If this contract is so terminated, the AGENCY shall
<br />be liable only for payment required under the terms of this
<br />contract for services rendered or goods delivered prior to the
<br />effective date of termination.
<br />TERMINATION FOR CAUSE
<br />In the event the AGENCY determines the GRANTEE has
<br />failed to comply with the conditions of this contract in a timely
<br />manner, the AGENCY has the right to suspend or terminate
<br />this contract. Before suspending or terminating the contract,
<br />the AGENCY shall notify the GRANTEE in writing of the need
<br />to take corrective action. If corrective action is not taken within
<br />30 calendar days, the contract may be terminated or
<br />suspended.
<br />The AGENCY reserves the right to suspend all or part of the
<br />contract, withhold further payments, or prohibit the GRANTEE
<br />from incurring additional obligations of funds during
<br />investigation of the alleged compliance breach and pending
<br />corrective action by the GRANTEE or a decision by the
<br />AGENCY to terminate the contract. A termination shall be
<br />deemed a “Termination for Convenience” if it is determined
<br />that the GRANTEE: (1) was not in default; or (2) failure to
<br />perform was outside of his or her control, fault or negligence.
<br />The rights and remedies of the AGENCY provided in this
<br />contract are not exclusive and are, in addition to any other
<br />rights and remedies, provided by law.
<br />TERMINATION PROCEDURES
<br />Upon termination of this contract, the AGENCY, in addition to
<br />any other rights provided in this contract, may require the
<br />GRANTEE to deliver to the AGENCY any property specifically
<br />produced or acquired for the performance of such part of this
<br />contract as has been terminated. The provisions of the
<br />"Treatment of Assets" clause shall apply in such property
<br />transfer.
<br />The AGENCY shall pay to the GRANTEE the agreed upon
<br />price, if separately stated, for completed work and services
<br />accepted by the AGENCY, and the amount agreed upon by
<br />the GRANTEE and the AGENCY for (i) completed work and
<br />services for which no separate price is stated, (ii) partially
<br />completed work and services, (iii) other property or services
<br />that are accepted by the AGENCY, and (iv) the protection and
<br />preservation of property, unless the termination is for default,
<br />in which case the AGENT shall determine the extent of the
<br />liability of the AGENCY. Failure to agree with such
<br />determination shall be a dispute within the meaning of the
<br />"Disputes" clause of this contract. The AGENCY may withhold
<br />from any amounts due the GRANTEE such sum as the
<br />AGENT determines to be necessary to protect the AGENCY
<br />against potential loss or liability.
<br />The rights and remedies of the AGENCY provided in this
<br />section shall not be exclusive and are in addition to any other
<br />rights and remedies provided by law or under this contract.
<br />After receipt of a notice of termination, and except as
<br />otherwise directed by the AGENT, the GRANTEE shall:
<br />1. Stop work under the contract on the date, and to the
<br />extent specified, in the notice;
<br />2. Place no further orders or subcontracts for materials,
<br />services, or facilities except as may be necessary for
<br />completion of such portion of the work under the contract
<br />that is not terminated;
<br />3. Assign to the AGENCY, in the manner, at the times, and
<br />to the extent directed by the AGENT, all of the rights, title,
<br />and interest of the GRANTEE under the orders and
<br />subcontracts so terminated, in which case the AGENCY
<br />has the right, at its discretion, to settle or pay any or all
<br />claims arising out of the termination of such orders and
<br />subcontracts;
<br />4. Settle all outstanding liabilities and all claims arising out of
<br />such termination of orders and subcontracts, with the
<br />approval or ratification of the AGENT to the extent AGENT
<br />may require, which approval or ratification shall be final for
<br />all the purposes of this clause;
<br />5. Transfer title to the AGENCY and deliver in the manner, at
<br />the times, and to the extent directed by the AGENT any
<br />property which, if the contract had been completed, would
<br />have been required to be furnished to the AGENCY;
<br />6. Complete performance of such part of the work as shall
<br />not have been terminated by the AGENT; and
<br />DocuSign Envelope ID: 7FA61F69-7F37-4B7B-8E00-24BAE208A655
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