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C. The County shall notify the Agency in writing of the County's determination as to the <br />sufficiency of the Agency's corrective action plan. The County shall have sole <br />discretion in determining the sufficiency of the Agency's corrective action plan; <br />D. In the event that the Agency does not respond within the appropriate time with a <br />corrective action plan, or the Agency's corrective action plan is determined by the <br />County to be insufficient, the County may commence termination of this Contract in <br />whole or in part pursuant to Section XI.B; <br />E. In addition, the County may withhold any payment owed the Agency or prohibit the <br />Agency from incurring additional obligations of funds until the County is satisfied that <br />corrective action has been taken or completed; and <br />F. Nothing herein shall be deemed to affect or waive any rights the parties may have <br />pursuant to Section XI. Subsections A, B, C, and D. <br />X. ASSIGNMENT /SUBCONTRACTING <br />A. The Agency shall not assign or subcontract any portion of this Contract or transfer or <br />assign any claim arising pursuant to this Contract without the written consent of the <br />County. Said consent shall besought in writing by the Agency not less than 15 days <br />prior to the date of any proposed assignment or subcontract. <br />B. "Subcontract" shall mean any agreement between the Agency and a subcontractor or <br />between subcontractors that is based on this Contract, provided that the term <br />"subcontract" does not include the purchase of: (1) support services not related to the <br />subject matter of this Contract; or (2) supplies. <br />XI. TERMINATION <br />A. This Contract may be terminated by the County without cause, in whole or in part, prior <br />to the termination date specified in Section II, by providing the Agency 30 days <br />advance written notice of the termination. <br />B. The County may terminate this Contract, in whole or in part, upon seven days advance <br />written notice in the event: (1) the Agency materially breaches any duty, obligation, or <br />service required pursuant to this Contract; and /or (2) the duties, obligations, or services <br />required herein become impossible, illegal, or not feasible. <br />If the Contract is terminated by the County pursuant to this Subsection XI.B.(1), the <br />Agency shall be liable for damages, including any additional costs of procurement of <br />similar services from another source. <br />If the termination results from acts or omissions of the Agency, including but not limited <br />to misappropriation, nonperformance of required services, or fiscal mismanagement, <br />the Agency shall immediately return to the County any funds, misappropriated or <br />unexpended, which have been paid to the Agency by the County. <br />C. If County or other expected or actual funding is withdrawn, reduced, or limited in any <br />way prior to the termination date set forth in this Contract and its attached Exhibits, the <br />County may, upon written notification to the Agency, terminate this Contract in whole or <br />in part. <br />City of Tukwila Page 4 of 19 2011 Contract <br />