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DOH CONTRACT#: CLH18249 which are accepted by DOH, and (d) the protection and preservation of the property. Disagreement by the LHJ with the determination of DOH's Contracting Officer that relates to the obligations or amounts due to the LHJ shalt be considered a dispute within the meaning of the "Disputes" clause of this Contract. DOH may withhold from any amounts due the LHJ for such completed work or services such sum as DOH's Contracting Officer reasonably determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. After receipt of a written notice of tennination, the LHJ shall: • Stop work under the Contract on the date and to the extent specified in the notice; • Place no further orders or subcontracts for materials, services, or facilities, except as necessary to complete such portion of the work not terminated; • Assign to DOH, to the extent reasonably directed by DOH's Contracting Officer and to the extent that the LHJ has the legal right to do so, all of the right, title, and interest of the LHJ under the orders and subcontracts in which case DOH has the right, at its reasonable discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of DOH's Contracting Officer to the extent he/she may reasonably require, which approval or ratification shall be final for all the putposes of this clause; • Transfer title to DOH and deliver, as reasonably directed by DOH's Contracting Officer, any property which, if the Contract had been completed, would have been required to be fumished to DOH; • Complete performance of such part of the work not tenninated by DOH' s Contracting Officer; and, • Take such action as may be necessary, or as DOH's Contracting Officer may reasonably direct, for the protection and preservation of the property related to this Contract which is in the possession of the LHJ, or its subcontractors, and in which DOH has or may acquire an interest. IN WITNESS WHEREOF, the parties have executed this Contract. KITTITAS COUNTY PUBLIC HEAL TH DEPARTMENT 2018-2020 Consolidated Contract STATE OF WASHINGTON DEPARTMENT OF HEALTH Page 10 of 17