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The City shall pay to the Agency the agreed upon price, if separately stated, for completed work and <br /> services accepted by the City, and the amount agreed upon by the Agency and the City for(i) completed <br /> work and services for which no separate price is stated, (ii) partially completed work and services, (iii) <br /> other property or services that are accepted by the City, and (iv) the protection and preservation of <br /> property,unless the termination is for default,in which case the City shall determine the extent of liability. <br /> Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause <br /> of this Agreement. The City may withhold from any amounts due the Agency such sum as the City <br /> determines to be necessary to protect the City against potential loss or liability. <br /> The rights and remedies of the City provided in this section shall not be exclusive and are in addition to <br /> any other rights and remedies provided by law or under this Agreement. <br /> After receipt of a notice of termination, and except as otherwise directed by the City,the Agency 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 subcontracts for materials, services, or facilities except as may be <br /> necessary for completion of such portion of the work under the Agreement that is not terminated; <br /> C. Assign to the City, in the manner, at the times, and to the extent directed by the City, all of the <br /> rights,title,and interest of the Agency under the orders and subcontracts so terminated, in which <br /> case the City has the right, at its discretion, to settle or pay any or all claims arising out of the <br /> 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 City to the extent the Authorized <br /> Representative may require, which approval or ratification shall be final for all the purposes of <br /> this clause; <br /> E. Transfer title to the City and deliver in the manner,at the times,and to the extent directed by the <br /> City any property which, if the Agreement had been completed, would have been required to be <br /> furnished to the City; <br /> F. Complete performance of such part of the work as shall not have been terminated by the City; <br /> and <br /> G. Take such action as may be necessary, or as the City may direct, for the protection and <br /> preservation of the property related to this Agreement, which is in the possession of the Agency <br /> and in which the City has or may acquire an interest. <br /> 25. DISPUTES <br /> If a dispute arises between the Agency and the City related to this Agreement,the Parties agree that they <br /> will attempt to resolve the issue through mutual negotiation. If the Parties are not able to reach an <br /> agreement through such negotiation the Parties agree to engage in mediation in order to resolve the <br /> dispute. Mediation may be requested by either Party and shall be attempted prior to the institution of <br /> any lawsuit arising under this Agreement. The cost for the mediation services shall be borne equally <br /> between the Parties, each Party paying one-half of the cost. If mediation fails to resolve the dispute,the <br /> Parties may thereafter seek redress in court. Venue and jurisdiction shall lie with the King County Superior <br /> Court in Snohomish County, Washington. This Agreement has been made pursuant to, and shall be <br /> construed and interpreted according to, the laws of the State of Washington and any applicable federal <br /> laws. <br /> - 9 - <br />