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GENERAL TERMS AND CONDITIONS <br />INTERAGENCY AGREEMENT <br />STATE FUNDS <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. TREATMENT OF ASSETS <br />Title to all property fu nished by COMMERCE shall remain in COMMERCE. Title to all property <br />furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct <br />item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property <br />by the Contractor. Title to other property the cost of which is reimbursable to the Contractor under this <br />contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the <br />performance of this contract, or (ii) commencement of use of such property in the performance of this <br />contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first <br />occurs. <br />A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein <br />o r approved by COMMERCE, be used only for the performance of this contract. <br />B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results <br />from the negligence of the Contractor or which results from the failure on the part of the Contractor <br />to maintain and administer that property in accordance with sound management practices. <br />C. If any COMMERCE property is lost, destroyed or damaged, the Contractor shall immediately notify <br />COMMERCE and shall take all reasonable steps to protect the property from further damage. <br />D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement <br />u pon completion, termination or cancellation of this contract <br />All reference to the Contractor under this clause shall also include Contractor's employees, agents <br />o r Subcontractors. <br />State of Washington Interagency Agreement Updated August 2019 <br />Department of Commerce Page 7 <br />