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lf the termination is for convenience, the Department shall pay to the Subrecipient as an agreed upon
<br />price, if separately stated, for properly authoiized and completed work and services rendered or goods
<br />belpered to and iccepted Oy ifre'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 />equipmen-t or supplies-provided for which no separate price is stated, (ii) partially compleled work and
<br />service. and/or 6duipm'ent or supplies provided which are accepted by the Department, (iii) other work,
<br />services and/or equiiment or supdties 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,-lf the termination is for cause, the Department shall determine the extent of the liability of the
<br />D6partment. The Department shall have no other obligation to the Subrecipient for termination. The
<br />Departmont may withhold from any amounto duo tho Subrecipient euch cuT..98 the Department
<br />determlnes to be necessary to protect the Department against potential loss or liabitity'
<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 fufther 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 ihe rights, title, and interest of the Subrecipient under the orders and contracts
<br />so ierminated, in whichiase the Depaftment 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 afproval 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 may be necessary, or as ihe Department may require, for the protection and
<br />preservation of the pr6perty 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
<br />ln accordance with legislative findings and policies set forth in Chapter 39.19 RCW, the state of
<br />Washington encourages participation in allits contracts by MWBE firms cerlified by the Office of Minority
<br />and Women's Business Enterprises (OMWBE). To the extent possi ble, 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 partici pation goals have been established and are indicated herein: Minority
<br />Business Enterprises: (MBEs): 10% and Woman's Bus iness Enterprises (WBEs):6%.
<br />A.36 VENUE
<br />ffireement shall be construed and enforced in accordance with, and the validity and performance
<br />shall b6 governed by, the laws of the state of Washington. Except for as provided herein, venue of any
<br />suit betwlen the parties arising out of this Agreement shall be the Superior Court of Thurston County,
<br />Washington, and ihe Subrecipient, by execution of this Agreement, acknowle_dges the jurisdiction of the
<br />courts oi the state of Washingion. Provides, that if the Subrecipient is a federally recognized lndian Tribe,
<br />the parties agree that, in the event either party to this Agreement commences any suit relating to or
<br />arising from ihe Agreement, the United Siate6 District Court for the Western District of the State of
<br />Washington shall hive the sole and exclusive jurisdiction over such proceeding. lf the court lacks federal
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