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lf the termination is for convenience, the Department shall pay to the Sub.recipient as an agreed upon price, if separately stated, for properly authoiized and completed work and services rendered or goods delivered to and accepted ny ine'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 whilrr 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 Departme nt shall determine the extent of the liabilitY of the Department. The DePartm ent shall have no other obligatio n to the Subrecipient for termination' The Department maY withhold from any amounts due the Su brecipient such sum as the Department determines to be necessary to protect the DePartment against potential loss or liabilitY reement shall not be exclusive and are in The. ri ghts- ard-rq4 e. 4qs=qt -t[€ pe rtment ided in this After receipt of a notice of termination, and except as otheruirise directed by the Departmeht in writing, the Subrecipient shall nde reement on the-d b.Place no further orders or contracts for materials,services, supP lies, equipment and/or facilities in relation to this Agreement except as may be necessary for completlon oT sucn n oT tne c. work under the Agreement as is not terminated; Assign to the Department, in the manner, at the times, and to the extent directed by the O"pittm"nt, all of ihe rigtrts, title, and interest of the Subrecipient under the orders and contracts so ierminated, 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; setfle all outstanding liabilities and all claims arising out of such termination of orders and contracts, with the afiproval or ratification of the Department to the extent the Department may require, which "pptoult or ratification shall be finalfor allthe purposes of this clause; Transfer tile to the Department and deliver in the manner, at the times, and to the extent directed by the Department anv p.p"rty which, if the Agreement had been completed, would have been required to be furnished to the Department; Complete performance of such part of the work as shall not have been terminated by the Departmeni in compliance with all contractual requirements; and 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 *hi.tl the Department has or may acquire an interest' d e. f g A.35 Ml D E PR ln accordance with the leg islative findings and Policies set forth in ChaPter 39.19 RCW, the state of Washington encourages Pa rticipation in all its contracts by MWBE firms certified by the Office of MinoritY and Women's Business EnterP rises (OMWBE). To the extent possible,the SubreciPient will solicit and encourage minoritY-owned and women-owned business enterprises wh o 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 goa ls have been established and are indicated herein: MinoritY Business Enterprises: (MBEs): 10o/o and Woma n's Business Enterprises (WBEs): 6%. A.36 VENUE This Agreement shall be construed and enforced in accordance with, and the validity and performance shall be gou"inlJ oy, tn" laws of the state of washington. Except for as provided herein, venue of any suit between the parties arising out of this Agreemenl shall be the superior court of rhurston county, Washington, and the Subrecipient, Oy executi-on of this Agreement, acknowledges the jurisdiction of the courts of the state of washington. provides, that if the subrecipient is a federally recognized lndian Tribe, the parties agree that, in the event either party to this Agreement commences any suit relating to or arising from the Agreement, the united siatei District c'ourt for the western District of the state of washington shall hive the sole anJ eicrusive jurisdiction over such proceeding. lf the court lacks federal DHS-FEMA-EMPG-FY24 Page 23 ol 44 Kittitas Countv' E25-254