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A.30 TAXES, FEES AND LICENSES
<br />Unless otherwise provided in this Agreement, the Subrecipient shall be responsible for, pay and maintain
<br />in current status all taxes, unemployment contributions, fees, licenses, assessments, permit charges and
<br />expenses of any other kind for the Subrecipient or its staff required by statute or regulation that are
<br />applicable to Agreement performance.
<br />A.31 TERMINATION FOR CONVENIENCE
<br />Notwithstanding any provisions of this Agreement, the Subrecipient may terminate this Agreement by
<br />providing written notice of such termination to the Department Key Personnel identified in the Agreement,
<br />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 best
<br />interests of the state of Washington, may terminate this Agreement in whole or in part ten (10) business
<br />days after emailing notice. Upon notice of termination for convenience, the Department reserves the right
<br />to 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 for all
<br />damages as authorized by law. The rights and remedies of the Department provided for in this section
<br />shall not be exclusive and are in addition to any other rights and remedies provided by law.
<br />A.32 TERMINATION OR SUSPENSION FOR LOSS OF FUNDING
<br />The Department may unilaterally terminate or suspend all or part of this Grant Agreement, or may reduce
<br />its scope of work and budget, if there is a reduction in funds by the source of those funds, and if such
<br />funds are the basis for this Grant Agreement. The Department will email the Subrecipient ten (10)
<br />business days prior to termination.
<br />A.33 TERMINATION OR SUSPENSION FOR CAUSE
<br />In the event the Department, in its sole discretion, determines the Subrecipient has failed to fulfill in a
<br />timely and proper manner its obligations under this Agreement, is in an unsound financial condition so
<br />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 or
<br />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 provide
<br />a period of time in which to cure. The Department is not required to allow the Subrecipient an opportunity
<br />to cure if it is not feasible as determined solely within the Department's discretion. Any time allowed for
<br />cure shall not diminish or eliminate the Subrecipient's liability for damages or otherwise affect any other
<br />remedies available to the Department. If the Department allows the Subrecipient an opportunity to cure,
<br />the 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 Department,
<br />or if such corrective action is deemed by the Department to be insufficient, the Agreement may be
<br />terminated in whole or in part.
<br />The Department reserves the right to suspend all or part of the Agreement, withhold further payments,
<br />or prohibit the Subrecipient from incurring additional obligations of funds during investigation of the
<br />alleged compliance breach, pending corrective action by the Subrecipient, if allowed, or pending a
<br />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, including,
<br />but not limited to, any cost difference between the original Agreement and the replacement or cover
<br />Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of
<br />administering the competitive solicitation process, mailing, advertising and other associated staff time.
<br />The rights and remedies of the Department provided for in this section shall not be exclusive and are in
<br />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 perform
<br />was outside of the Subrecipient's control, fault or negligence, the termination shall be deemed to be a
<br />termination for convenience.
<br />DHS-FEMA-EMPG-FY22
<br />Page 20 of 39 City of Everett, E23-372
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