Final Interlocal Agreement between Office of Superintendent and KCPHD

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UuUUwYlI CI IvCluptz I J�OOLI! rV-lir OV-'4 C'4 C-COL 1-V JO COf1/ OJorJ TERMINATION PROCEDURE Upon termination of this Agreement, OSPI, in addition to other rights provided in this Agreement, may require Health District to deliver to OSPI any property specifically produced or acquired for the performance of such part of this Agreement as has been terminated. OSPI shall pay to Health District the agreed upon price, if separately stated, for completed work and services accepted by OSPI and the amount agreed upon by Health District and OSPI for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by OSPI, and (d) the protection and preservation of the property, unless the termination is for cause, in which case OSPI shall determine the extent of the liability. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause for this Agreement. OSPI may withhold from any amounts due to Health District such sum as OSPI determines to be necessary to protect OSPI against potential loss or liability. The rights and remedies of OSPI provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law under this Agreement. After receipt of a notice of termination, and except as otherwise directed by OSPI, Kittitas County Public Health Department shall: a. Stop work under this Agreement on the date and to the extent specified, in the notice; b. Place no further orders or subcontractors for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement that is not terminated; C. Assign to OSPI, in the manner, at the times, and to the extent directed by OSPI, all rights, title, and interest of Health District under the orders and subcontracts in which case OSPI has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; d. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of OSPI to the extent OSPI may require, which approval or ratification shall be final for all the purposes of this clause; e. Transfer title to OSPI and deliver, in the manner, at the times and to the extent as directed by OSPI, any property which, if the Agreement had been completed, would have been required to be furnished to OSPI; Complete performance of such part of the work not terminated by OSPI; and g. Take such action as may be necessary, or as OSPI may direct, for the protection and preservation of the property related to this Agreement which, in is in the possession of Health District and in which OSPI has or may acquire an interest. Page 7 of 8 Interlocal Agreement #20250725 between OSPI and Kittitas County Public Health Department SBS 183 (Rev. 01/23)