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<br />________________________________________________________________________________________________________ <br /> Page 13 of 27 <br /> <br /> <br />subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach <br />in the performance of the Contractor’s duties. <br />Every subcontract shall include a term that COMMERCE and the State of Washington are not liable <br />for claims or damages arising from a Subcontractor’s performance of the subcontract. <br />16. SURVIVAL <br />The terms, conditions, and warranties contained in this Contract that by their sense and context are <br />intended to survive the completion of the performance, cancellation or termination of this Contract <br />shall so survive. <br />17. TERMINATION FOR CAUSE <br />In the event COMMERCE determines the Contractor has failed to comply with the conditions of this <br />contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before <br />suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need <br />to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be <br />terminated or suspended. <br />In the event of termination or suspension, the Contractor shall be liable for damages as autho rized <br />by law including, but not limited to, any cost difference between the original contract and the <br />replacement or cover contract and all administrative costs directly related to the replacement contract, <br />e.g., cost of the competitive bidding, mailing, advertising and staff time. <br />COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or <br />prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged <br />compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to <br />terminate the contract. A termination shall be deemed a “Termination for Convenience” if it is <br />determined that the Contractor: (1) was not in default; or (2) failure to perform was ou tside of his or <br />her control, fault or negligence. <br />The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in <br />addition to any other rights and remedies, provided by law. <br />18. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days ’ written <br />notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If <br />this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms <br />of this Contract for services rendered or goods delivered prior to the effective date of termination. <br />19. TERMINATION PROCEDURES <br />Upon termination of this contract, COMMERCE, in addition to any other rights provided in this <br />contract, may require the Contractor to deliver to COMMERCE any property specifically produced or <br />acquired for the performance of such part of this contract as has been terminated. The provisions of <br />the "Treatment of Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed <br />work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, and <br />(iv) the protection and preservation of property, unless the termination is for default, in which case the <br />Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree <br />with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. <br />COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized <br />Representative determines to be necessary to protect COMMERCE against potential loss or liability. <br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />Docusign Envelope ID: 9CA32415-9130-4D24-B542-1ED1AA5501F1