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lf the termination is for convenience, the Department shall pay to the Subrecipient as an agreed uponprice, if separately stated, for properly authorized and completed work and seruices renderJd or goods <br />delivered to and accepted by the Department prior to the effective date of Agreement terminatifi, the <br />amount agreed upon by the Subrecipient and the Department for (i) completed work and services and/or <br />equipment or supplies provided for which no separate price is stated, (ii) partially completed work and <br />services and/or equipment or supplies provided which are accepted by the Department, liii; other work, <br />services and/or equipment or supplies which are accepted by the Department, and (iv) the'piotection 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. lf thetermination is for cause, the Department shall determine the exteni of the liability of the <br />Department. The Department shall have no other obligation to the Subrecipient for termination. The <br />Department may withhold from any amounts due the Subrecipient such sum as the Department <br />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 writing, <br />the Subrecipient shall: <br />a. Stop work underthe Agreement on the date, and to the extent specified, ln the notice;b. Place no further orders or contracts for materials, services, supplies, equipment and/or facilities <br />in relation to this Agreement except as may be necessary for completion of such portion of the <br />work under the Agreement as is not terminated;c. Assign to the Deparlment, in the manner, at the times, and to the extent directed by the <br />Department, all of the rights, title, and interest of the Subrecipient under the orders and con[racts <br />so terminated, in which case the Department has the right, at its discretion, to settle or pay any <br />or all claims arising out of the termination of such orders and contracts;d. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />contracts, with the approval or ratiftcation of the Department to the extent the Department may <br />require, which approval or ratification shall be final for all the purposes of this clause;e. Transfer title to the Department and deliver in the manner, at the times, and to the extent directed <br />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 compl iance with all contractual requirements; andg. Take such action as may be necessary, or as the Department may require, forthe protection andpreservation of the property related to this Agreement which is in the possession of the <br />Subrecipient and in which the Department has or may acquire an interest. <br />M I NORtTy ANQ. WOM EN-O\ JT\,|ED BUS I N ESS ENTERPRTSES <br />ln accordance with the legislative findings and policies set forth in Chapter 39.19 RCW, the State of <br />Washington€ncourages participation in all its contracts by M\AIBE firms certified by the Office of Minority <br />and Women's Business Enterprises (OMWBE). To the extent possible, the Subrecipient will solicit ani <br />encourage minority-owned and women-owned business enterprises who are certified by the OM!\AE <br />under the state of Washington certification program to apply and compete for work undei this contract. <br />Voluntary numericalM\AE_E participation goals have been established, and are indicated herein: Minority <br />Business Enterprises: (MBE's): 10% and woman's Business Enterprises (wBE's): 6%. <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 betweeri tne pirties arising <br />out of this Agreement shall be the Superior Court of Thurston County, Washington. The Sdbrecipient, b! <br />execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washingiton. <br />4.35 <br />4.36 <br />DHS-FEMA.EMPG-FY22 PagE21 of39 Kithtas County, E23-184