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A.28 SEVERABILITY
<br /> If any court of rightful jurisdiction holds any provision or condition under this Agreement or its application
<br /> to any person or circumstances invalid, this invalidity does not affect other provisions, terms or conditions
<br /> of the Agreement, which can be given effect without the invalid provision. To this end, the terms and
<br /> conditions of this Agreement are declared severable.
<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 County in any manner whatsoever. The Subrecipient will not be presented as, nor claim to be, an
<br /> officer or employee of the County by reason of this Agreement, nor will the Subrecipient make any claim,
<br /> demand, or application to or for any right or privilege applicable to an officer or employee of the County,
<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 /> 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 County's 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 County, in its sole discretion and in the best interests
<br /> of the State of Washington, may terminate this Agreement in whole or in part by providing ten (10)
<br /> calendar days written notice, beginning on the second day after mailing to the Subrecipient. Upon notice
<br /> of termination for convenience, the County reserves the right to suspend all or part of the Agreement,
<br /> withhold further payments, or prohibit the Subrecipient from incurring additional obligations of funds. In
<br /> the event of termination, the Subrecipient shall be liable for all damages as authorized by law. The rights
<br /> and remedies of the County provided for in this section shall not be exclusive and are in addition to any
<br /> other rights and remedies provided by law.
<br /> A.32 TERMINATION OR SUSPENSION FOR CAUSE
<br /> In the event the County, in its sole discretion, determines the Subrecipient has failed to fulfill in a timely
<br /> and proper manner its obligations under this Agreement, is in an unsound financial condition so as to
<br /> endanger performance hereunder, is in violation of any laws or regulations that render the Subrecipient
<br /> unable to perform any aspect of the Agreement, or has violated any of the covenants, agreements or
<br /> stipulations of this Agreement, the County has the right to immediately suspend or terminate this
<br /> Agreement in whole or in part.
<br /> The County may notify the Subrecipient in writing of the need to take corrective action and provide a
<br /> period of time in which to cure. The County is not required to allow the Subrecipient an opportunity to
<br /> cure if it is not feasible as determined solely within the County's discretion. Any time allowed for cure
<br /> shall not diminish or eliminate the Subrecipient liability for damages or otherwise affect any other
<br /> remedies available to the County. If the County allows the Subrecipient an opportunity to cure, the County
<br /> shall notify the Subrecipient in writing of the need to take corrective action. If the corrective action is not
<br /> taken within ten (10) calendar days or as otherwise specified by the County, or if such corrective action
<br /> is deemed by the County to be insufficient, the Agreement may be terminated in whole or in part.
<br /> The County reserves the right to suspend all or part of the Agreement, withhold further payments, or
<br /> prohibit the Subrecipient from incurring additional obligations of funds during investigation of the alleged
<br /> compliance breach, pending corrective action by the Subrecipient, if allowed, or pending a decision by
<br /> the County to terminate the Agreement in whole or in part. In the event of termination, the Subrecipient
<br /> shall be liable for all damages as authorized by law, including, but not limited to, any cost difference
<br /> between the original Agreement and the replacement or cover Agreement and all administrative costs
<br /> directly related to the replacement Agreement, e.g., cost of administering the competitive solicitation
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