Washington State Department of Commerce 1/15/2025

________________________________________________________________________________________________________ Interagency Agreement Page 18 of 29 13. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, COMMERCE may suspend or terminate the Agreement under the "Termination for Convenience" clause, without the ten (10) calendar day notice requirement. In lieu of termination, the Agreement may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 15. SUBCONTRACTING The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to subcontracts, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or (c) require the Grantee to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Agreement. The Grantee is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Agreement. The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Agreement. In no event shall the existence of a subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee’s duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor’s performance of the subcontract. 16. SURVIVAL The terms, conditions, and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Agreement in a timely manner, COMMERCE has the right to suspend or terminate this Agreement. Before suspending or terminating the Agreement, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Agreement may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Agreement and the replacement or cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to terminate the Agreement. A termination shall be deemed a “Termination for Convenience” if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. Docusign Envelope ID: 5C9CDD1E-E998-4C83-AD66-A5E41B68E042Docusign Envelope ID: D434CA11-551F-4F5F-8A80-046DC3E43BC7