Homeland Security Grant E23-116 - Laserfiche WebLink

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the,Subrecipient to deliver to the Department any property specifically produced or acquired for the performance of such part of this Agreement as has been terminated. lf the termination is for oonvenience, the Department shall pay to the Subrecipient as an agreed upon price, if separately stated, for properly authorized and completed work and seruices rendered or goods delivered to and accepted by the Department prior to the effective date of Agreement termination, the amount agreed upon by the Subrecipient and the Department for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepted by the Department, (iii) other work, services and/or equipment or supplies which are accepted by the Department, and (iv) the prolection and preservation of property. Failure lo agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this Agreement. lf the termination is for cause, the Department shall determine the extent of the liability of the Department. The Department shall have no other obligation to the Subrecipient for termination. The Department may withhold from any amounts due the Subrecipient such sum as the Department determines to be necessary to protect the Department against potential loss or liability. The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law. After receipt of a notice of termination, and except as othenuise directed by the Department in writing, the Subrecipient shall: a. Stop work underthe Agreement on the date, and to the extent specified, in the notice;b, Place no further orders or contracts for materials, services, supplies, equipment and/or facilities in relation to this Agreement except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; c. Assign to the Department, in the manner, at the times, and to the extent direded by the Department, all of the rights, title, and interest of the Subrecipient under the orders and contracts so terminated, in which case the Department has the right, at its discretion, to settle or pay any 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 contracts, with the approval or ratification of the Department to the extent the Department may 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 by lhe Department any property which, if the Agreement had been completed, would have been required to be furnished to the Department; f. Complete performance of such part of the work as shall not have been terminated by the Department in compliance with all contractual requirements; and I. Take such action as may be necessary, or as the Department may require, for the protection and preservation of the property related to this Agreement which is in the possession of the Subrecipient and in which the Deparlment has or may acquire an interest. MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES ln accordance with the legislative findings and policies set forth in Chapter 39.19 RCW the State of Washington €ncourages participaiion in all its contracts by MWBE firms certified by the Office of Minority and Women's Business Enterprises (OMVVBE). To the extent possible, the $ubrecipient will solicit and encourage minority-owned and women-o\ffned business enterprises who are certified by the OMV\tsE under the state of Washington certification program to apply and compete for work under this contract. Voluntary numerical M\ tsE participation goals have been established, and are indicated herein: Minority Business Enterprises: (MBE's): 10% and woman's Business Enterprises (\AEE's):6%. VENUE This Agreement shall be construed and enforced in accordance with, and the validig and performance shallb_egovemed by, the laws of the state of Washington. Venue of any suit between the parties arising out of this Agreement shall be the $uperior Court of Thurston County, Washington. The Subrecipient, bi execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington. A.35 A.36 DHS.F EMA-HSGP-SHSP-FY22 Page 21 of 44 Kittitas County, E2$1 16