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<br /> The Department retains the sole discretion to determine whether a valid claim for an exemption from the
<br /> audit requirements of this provision has been established.
<br /> The Subrecipient shall include the above audit requirements in any subawards.
<br /> Conducting a single or program-specific audit in compliance with 2 CFR Part 200 Subpart F is a material
<br /> requirement of this Agreement. In the absence of a valid claim of exemption from the audit requirements
<br /> of 2 CFR Part 200 Subpart F,the Subrecipient's failure to comply with said audit requirements may result
<br /> in one or more of the following actions in the Department's sole discretion: a percentage of federal awards
<br /> being withheld until the audit is completed in accordance with 2 CFR Part 200 Subpart F;the withholding
<br /> or disallowing of overhead costs; the suspension of federal awards until the audit is conducted and
<br /> submitted; or termination of the federal award.
<br /> A.29 SUBRECIPIENT NOT EMPLOYEE
<br /> The parties intend that an independent contractor relationship will be created by this Agreement. The
<br /> Subrecipient, and/or employees or agents performing under this Agreement are not employees or agents
<br /> of the Department in any manner whatsoever. The Subrecipient will not be presented as, nor claim to
<br /> be, an officer or employee of the Department by reason of this Agreement, nor will the Subrecipient make
<br /> any claim, demand, or application to or for any right or privilege applicable to an officer or employee of
<br /> the Department or of the State of Washington by reason of this Agreement, including, but not limited to,
<br /> Workmen's Compensation coverage, unemployment insurance benefits, social security benefits,
<br /> retirement membership or credit, or privilege or benefit which would accrue to a civil service employee
<br /> under Chapter 41.06 RCW.
<br /> It is understood that if the Subrecipient is another state department, state agency, state university, state
<br /> college, state community college, state board, or state commission, that the officers and employees are
<br /> employed by the state of Washington in their own right and not by reason of this Agreement.
<br /> 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 by providing ten
<br /> (10) calendar days written notice, beginning on the second day after mailing to the Subrecipient. Upon
<br /> notice of termination for convenience, the Department reserves the right to suspend all or part of the
<br /> Agreement, withhold further payments, or prohibit the Subrecipient from incurring additional obligations
<br /> of funds. In the event of termination, the Subrecipient shall be liable for all damages as authorized by
<br /> law. The rights and remedies of the Department provided for in this section shall not be exclusive and
<br /> are in addition to any other rights and remedies provided by law.
<br /> A.32 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 /> DHS-FEMA-EMPG-FY 17 Pagp„18 of 36 City of Everett, E18-069 REVISED
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