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delivered to and accepted by the DEPARTMENT prior to the effective date of Agreement termination, and the <br />amount agreed upon by the SUBRECIPIENT and the DEPARTMENT for (i) completed work and services <br />and/or equipment or supplies provided for which no separate price is stated , (il) partially completed work and <br />services and/or equipment or supplies provided which are accepted by the DEPARTMENT, (Hi) other work, <br />services and/or equipment or supplies which are aocepted by the DEPARTMENT; and (iv) the protection and <br />preservation of property . <br />Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this <br />Agreement. If the termination is for cause, the DEPARTMENT shall determine the extent of the liability of the <br />DEPARTMENT. The DEPARTMENT shall have no other obligation to the SUBHECIPIENT for termination. <br />The DEPARTMENT may withhold from any amounts due the SUBRECIPIENT such sum as the. <br />DEPARTMENT determines to be necessary to protect the DEPARTMENT against potential loss or liability. <br />The rights and remedies of the DEPARTMENT provided in this Agreement shall not be exclusive and are in <br />addition to any other rights and remedies provided by law. <br />After receipt of a notice of termination, and except as otherwise directed by the DEPARTMENT in <br />writing, the SUBRECIPIENT shall: <br />a. Stop work under the Agreement on the date, and to the extent specified, in the notice; <br />b. Place no further orders or sub-contracts for materials, services, supplies, equipment and/or facilities in <br />relation to this Agreement except as may be necessary for completion of such portion of the work under the <br />Agreement as is not terminated ; <br />Assign to the DEPARTMENT , in the manner, at the times , and to the extent directed by the DEPARTMENT, all <br />of the rights , title, and interest of the SUBRECIPIENT under the orders and sub-contracts so terminated , in <br />which case the DEPARTMENT has the right , at its discretion , to settle or pay any or all claims ariSing out of the <br />term ination of such orders and contracts ; <br />Settle all outstanding liabilities and all claims arising out of such termination of orders and contracts, with the <br />approval or ratification of the DEPARTMENT to the extent the DEPARTMENT may require, which approval or <br />ratification shall be final for all the purposes of this clause; <br />e. Transfer title to the DEPARTMENT and deliver in the manner, at the times, and to the extent <br />directed by the DEPARTMENT any property which, if the Agreement had been completed, would have been <br />required to be furnished to the DEPARTMENT: <br />f . Complete ' performance of such part of the work as shall not have been terminated by the <br />DEPARTMENT in compliance with all contractual reqUirements; and <br />g. Take such action as may be necessary, or as the DEPARTMENT may require, for the protection and <br />preservation of the property related to this Agreement which is in the possession of the SUBRECIPIENT and in <br />which the DEPARTMENT has or may acquire an interest. <br />UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) <br />The SUBRECIPIENT is encouraged to utifize business firms that are certified as minority-owned and/or <br />women-owned in carrying out the purposes of this Agreement. The SUBRECIPIENT may set utilization <br />standards , based upon local conditions or may utilize the state of Washington MWBE goals , as identified in <br />WAC 326-30..:041. <br />VENUE <br />This Agreement shall be construed and enforced in accordance with , and the validity and performance <br />shall be governed by, the laws of the state of Washington. Venue of any suit between the parties arising out of <br />this Agreement shall be the Superior Court of Thurston County , Washington . The SUBRECIPIENT. by <br />execution of this Agreement acknowledges the jurisdiction of the courts of the State of Washington . <br />WAIVERS <br />No conditions or provisions of this Agreement can ' be waived unless approved in advance by the <br />DEPARTMENT in writing. The DEPARTMENT's failure to insist upon strict performance of any provision of the <br />Agreement or to exercise any right based upon a breach thereof, or the acceptance of any performance during <br />such breach, shall not constitute a waiver of any right under this Agreement. <br />15PDM Page 19 of 43 Kittitas County Dept. Of Public Works, E17-062