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GENERAL TERMS AND CONDITIONS <br /> GENERAL GRANT <br /> FEDERAL FUNDS <br /> 31. SEVERABILITY <br /> The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for <br /> any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the <br /> Grant. <br /> 32. SITE SECURITY <br /> While on COMMERCE premises, Grantee, its agents, employees, or subcontractors shall conform in <br /> all respects with physical, fire or other security policies or regulations. <br /> 33. SUBGRANTING/SUBCONTRACTING <br /> The Grantee may only subcontract work contemplated under this Grant if it obtains the prior written <br /> approval of COMMERCE. <br /> If COMMERCE approves subcontracting, the Grantee shall maintain written procedures related to <br /> subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, <br /> COMMERCE in writing may: (a) require the Grantee to amend its subcontracting procedures as they <br /> relate to this Grant; (b) prohibit the Grantee from subcontracting with a particular person or entity; or <br /> (c) require the Grantee to rescind or amend a subcontract. <br /> Every subcontract shall bind the Subcontractor to follow all applicable terms of this Grant.The Grantee <br /> is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition <br /> of this Grant.The Grantee shall appropriately monitor the activities of the Subcontractor to assure fiscal <br /> conditions of this Grant. In no event shall the existence of a subcontract operate to release or reduce <br /> the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. <br /> Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for <br /> claims or damages arising from a Subcontractor's performance of the subcontract. <br /> 34. SURVIVAL <br /> The terms, conditions, and warranties contained in this Grant that by their sense and context are <br /> intended to survive the completion of the performance, cancellation or termination of this Grant shall <br /> so survive. <br /> 35. TAXES <br /> All payments accrued on account of payroll taxes, unemployment contributions, the Grantee's income <br /> or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole <br /> responsibility of the Grantee. <br /> 36. TERMINATION FOR CAUSE <br /> In event COMMERCE determines that the Grantee failed to comply with any term or condition of this <br /> Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before <br /> suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to <br /> take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be <br /> terminated or suspended. <br /> In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law <br /> including, but not limited to, any cost difference between the original Grant and the replacement or <br /> cover Grant and all administrative costs directly related to the replacement Grant, e.g. cost of the <br /> competitive bidding, mailing, advertising and staff time. <br /> COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or <br /> prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged <br /> compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to <br /> 17 <br />