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GENERAL TERMS AND CONDITIONS <br /> INTERAGENCY AGREEMENT <br /> FEDERAL FUNDS <br /> with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. <br /> COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized <br /> Representative determines to be necessary to protect COMMERCE against potential loss or liability. <br /> The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in <br /> addition to any other rights and remedies provided by law or under this contract. <br /> After receipt of a notice of termination, and except as otherwise directed by the Authorized <br /> Representative, the Contractor shall: <br /> A. Stop work under the contract on the date, and to the extent specified, in the notice; <br /> B. Place no further orders or subcontracts for materials, services, or facilities except as may be <br /> necessary for completion of such portion of the work under the contract that is not terminated; <br /> C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized <br /> Representative, all of the rights, title, and interest of the Contractor under the orders and <br /> subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or <br /> pay any or all claims arising out of the termination of such orders and subcontracts; <br /> D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br /> subcontracts, with the approval or ratification of the Authorized Representative to the extent the <br /> Authorized Representative may require, which approval or ratification shall be final for all the <br /> purposes of this clause; <br /> E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by <br /> the Authorized Representative any property which, if the contract had been completed, would have <br /> been required to be furnished to COMMERCE; <br /> F. Complete performance of such part of the work as shall not have been terminated by the Authorized <br /> Representative; and <br /> G. Take such action as may be necessary, or as the Authorized Representative may direct, for the <br /> protection and preservation of the property related to this contract, which is in the possession of <br /> the Contractor and in which the Authorized Representative has or may acquire an interest. <br /> 20. WAIVER <br /> Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. <br /> Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be <br /> such in writing and signed by Authorized Representative of COMMERCE. <br /> State of Washington Interagency Agreement Version 072019 <br /> Department of Commerce Page 9 <br />