Washington State Department of Commerce 12/22/2017

GENERAL TERMS AND CONDITIONS 35. SAVINGS In the event funding from state,federal,or other sources is withdrawn, reduced,or limited in any way after the effective date of this Contract and prior to normal completion,THE BOARD may terminate the Contract under the "Termination for Convenience"clause,without the ten business day notice requirement. In lieu of termination,the Contract may be amended to reflect the new funding limitations and conditions. 36. SEVERABILITY The provisions of this contract 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 contract. 37. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of THE BOARD. If THE BOARD approves subcontracting,the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, THE BOARD in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract; (b)prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract.The Contractor is responsible to THE BOARD if the Subcontractor fails to comply with any applicable term or condition of this Contract.The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to THE BOARD for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that THE BOARD and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 38. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance,cancellation or termination of this Contract shall so survive. 39. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole responsibility of the Contractor. 40. TERMINATION FOR CAUSE In the event THE BOARD determines the Contractor has failed to comply with the conditions of this contract in a timely manner,THE BOARD has the right to suspend or terminate this contract. Before suspending or terminating the contract,THE BOARD shall notify the Contractor in writing of the need to CERB Planning Contract Page 118