Cybersecurity Grant Program Agreement

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delivered to and accepted by ihe 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 compleled work and services and/or equipment-or supplies provided whioh are accepted by the Department, (iii) other'work; services and/or equipment or supplies which are accepted by the Department, and (iv) the protection and preservation of property. Failure to 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 otherwise directed by the Department in writing, the Subrecipient shall: a. Stop work under the 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 directed by the Department, all of the rights, title, and interest of the Subrecipient under the orders and contracts so terminated, in which case the Depadment 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 the Depaflment any property which, if the Agreement had been completed, would have been required to be furnished to the Department; A.35 A.36 4.37 Department in compliance with all contractual requirements;and g. 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 ln which the Department has or may acquire an interest. MINORITY AND WOMEN.OWNED BUSINESS ENTERPRISES icies set forth in Chapter 39.19 RCW, the State of Washington encourages pirticipation in all its contracts by MWBE firms certified by the Office of Minority and Women's Business Enterprises (OMWBE). To the extent possible, the Subrecipient will solicit and encourage minority-owned and women-owned business enterprises who are certified by the OMWBE under the state of Washington certification program to apply and compete for work under this contract. Voluntary numerical MWBE participation goals have been established and are indicated herein: Minority Business Enterprises: (MBE's): 1Oo/o ond Woman's Business Enterprises (WBE's): 6%. VENUE f6is Agreement shall be construed and enforced in accordance with, and the validity and performance shall be governed by, the laws of the state of Washington. Venue of any suit between the parties arising out of this Agreement shatl be the Superior Court of Thurston County, Washington. The Subrecipient, by execution of this Agreement, acknowtedges the jurisdiction of the courts of the state of Washington' WAIVERS f.to conOitions or provisions of this Agreement can be waived unless approved in advance by the Department in writing. The Department's failure to insist upon strict performance of any provision of the Agieement or to exeicise any right based upon a breach thereof, or the acceptance of any performance during such breach, shall not constitute a waiver of any right under this Agreement. DHS-FEMA-SLCGP-FY23 Page 21 of39 Kittitas County Sheriff's Office, E25-313