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If the termination is for convenience, the Department shall pay to the Subrecipient as an agreed upon
<br />price, if separately stated, for properly authorized and completed work and services rendered or goods
<br />delivered to and accepted by the Department prior to the effective date of Agreement termination, 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, (iii) other work,
<br />services and/or equipment or supplies which are accepted by the Department, and (iv) the protection 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. If the termination is for cause, the Department shall determine the extent 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 under the Agreement on the date, and to the extent specified, in the notice;
<br />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;
<br />C. Assign to the Department, 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 contracts
<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;
<br />d. Settle all outstanding liabilities and all claims arising out of such termination of orders and
<br />contracts, with the approval or ratification 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;
<br />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 compliance with all contractual requirements; and
<br />g. Take such action as maybe necessary, or as the Department may require, for the protection and
<br />preservation 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 />A.35 MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISES
<br />In accordance with the legislative findings and policies set forth in Chapter 39.19 RCW, the state of
<br />Washington encourages participation in all its contracts by MWBE firms certified by the Office of Minority
<br />and Women's Business Enterprises (OMWBE). To the extent possible, the Subrecipient will solicit and
<br />encourage minority -owned and women -owned business enterprises who are certified by the OMWBE
<br />under the state of Washington certification program to apply and compete for work under this contract.
<br />Voluntary numerical MWBE participation goals have been established and are indicated herein: Minority
<br />Business Enterprises: (MBEs): 10% and Woman's Business Enterprises (WBEs): 6%.
<br />A.36 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. Except for as provided herein, venue of any
<br />suit between the parties arising out of this Agreement shall be the Superior Court of Thurston County,
<br />Washington, and the Subrecipient, by execution of this Agreement, acknowledges the jurisdiction of the
<br />courts of the state of Washington. Provides, that if the Subrecipient is a federally recognized Indian Tribe,
<br />the parties agree that, in the event either party to this Agreement commences any suit relating to or
<br />arising from the Agreement, the United States District Court for the Western District of the State of
<br />Washington shall have the sole and exclusive jurisdiction over such proceeding. If the court lacks federal
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