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14 <br /> requirement, subject to renegotiation at the Agency's discretion under those new funding limitations and <br /> conditions. <br /> SEVERABILITY- If any provision of this agreement or any provision of any document incorporated by <br /> reference shall be held invalid, such invalidity shall not effect the other provisions of this agreement <br /> which can be given effect without the invalid provision, and to this end the provisions of this agreement <br /> are declared to be severable <br /> SUBCONTRACTING - The Contractor nor any subcontractors shall enter into subcontracts for any of <br /> the work contemplated under this agreement without prior written approval of DOH. In no event shall <br /> the existence of the subcontract operate to release or reduce the liability of the contractor to the <br /> Department for any breach in the performance of the contractor's duties. This clause does not include <br /> contracts of employment between the contractor and personnel assigned to work under this contract. <br /> Additionally, the Contractor is responsible for ensuring that all terms, conditions, assurances and <br /> certifications set forth in this agreement are carried forward to any subcontracts. Contractor and its <br /> subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to <br /> unauthorized persons personal information without the express written consent of the agency or as <br /> provided by law. <br /> If, at any time during the progress of the work, the Department determines in its sole judgment that any <br /> subcontractor is incompetent or undesirable, the Department shall notify the Contractor, and the <br /> Contractor shall take immediate steps to terminate the subcontractor's involvement in the work. <br /> The rejection or approval by the Department of any subcontractor or the termination of a subcontractor <br /> shall not relieve the Contractor of any of its responsibilities under the Contract, nor be the basis for <br /> additional charges to the Department. <br /> The Department has no contractual obligations to any subcontractor or vendor under contract to the <br /> Contractor. The Contractor is fully responsible for all contractual obligations, financial or otherwise, to <br /> their subcontractors. <br /> TAXES—All payments accrued on account of payroll taxes, unemployment contributions, any other <br /> taxes, insurance or other expenses for the Contractor or its staff shall be the sole responsibility of the <br /> Contractor. <br /> TERMINATION FOR CONVENIENCE - Except as otherwise provided in this contract, the Contracting <br /> Officer may, by TEN (10) calendar days written notice, beginning on the second day after the mailing, <br /> terminate this contract in whole or in part when it is in the best interests of the DOH. <br /> In the event that circumstances arise which require the Contractor to terminate this contract, Contractor <br /> shall provide the DOH at least forty-five (45) calendar days written notice of contract termination. The <br /> DOH will respond with written confirmation of Contractors notice and acknowledgement of effective <br /> date of termination. In either circumstance, the Contractor shall wind down and cease its services as <br /> quickly and efficiently as reasonably possible, without performing unnecessary services or activities. <br /> If this contract is so terminated, the DOH shall be liable only for payment in accordance with the terms <br /> of this contract for services rendered prior to the effective date of termination. <br /> TERMINATION FOR DEFAULT— in the event the agency determines the contractor has failed to <br /> comply with the conditions of this contract in a timely manner, the agency has the right to suspend or <br /> DOH N12437 6 1/2/2004 <br /> I2' <br />