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A.38 TERMINATION PROCEDURES <br /> In addition to the procedures set forth below, if the DEPARTMENT terminates this Agreement, the <br /> SUBRECIPIENT shall follow any procedures specified in the termination notice. Upon termination of <br /> this Agreement and in addition to any other rights provided in this Agreement, the DEPARTMENT may <br /> require the SUBRECIPIENT to deliver to the DEPARTMENT any property specifically produced or <br /> acquired for the performance of such part of this Agreement as has been terminated. <br /> If the termination is for convenience, the DEPARTMENT shall pay to the SUBRECIPIENT the agreed <br /> upon price, if separately stated, for properly authorized and completed work and services rendered or <br /> goods delivered to and accepted by the DEPARTMENT prior to the effective date of Agreement <br /> termination, and the amount agreed upon by the SUBRECIPIENT and the DEPARTMENT for (i) <br /> completed work and services and/or equipment or supplies provided for which no separate price is <br /> stated, (ii) partially completed work and services and/or equipment or supplies provided which are <br /> accepted by the DEPARTMENT, (iii) other work, services and/or equipment or supplies which are <br /> accepted by the DEPARTMENT, and (iv) the protection and preservation of property. <br /> Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of <br /> this Agreement. If the termination is for cause, the DEPARTMENT shall determine the extent of the <br /> liability of the DEPARTMENT. The DEPARTMENT shall have no other obligation to the <br /> SUBRECIPIENT for termination. The DEPARTMENT may withhold from any amounts due the <br /> SUBRECIPIENT such sum as the DEPARTMENT determines to be necessary to protect the <br /> DEPARTMENT against potential loss or liability. <br /> The rights and remedies of the DEPARTMENT provided in this Agreement shall not be exclusive and <br /> are in 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 <br /> writing, 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 further orders or sub-contracts for materials, services, supplies, equipment and/or <br /> facilities in relation to this Agreement except as may be necessary for completion of such <br /> portion of the 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 the rights, title, and interest of the SUBRECIPIENT under the orders and <br /> sub-contracts so terminated, in which case the DEPARTMENT has the right, at its discretion, to <br /> settle or pay any 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 sub- <br /> contracts, with the approval or ratification of the DEPARTMENT to the extent the <br /> DEPARTMENT may require, which approval or ratification shall be final for all the purposes of <br /> this clause; <br /> e. Transfer title to the DEPARTMENT and deliver in the manner, at the times, and to the extent <br /> directed by the DEPATMENT any property which, if the Agreement had been completed, would <br /> have been 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 the DEPARTMENT may require, for the protection <br /> and preservation of the property 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.39 UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) <br /> The SUBRECIPIENT shall comply with 2 CFR §200.321 and will take all necessary affirmative steps to <br /> assure that minority firms, women's business enterprises, and labor surplus area firms are used when <br /> possible and will take all necessary affirmative steps to utilize business firms that are certified as <br /> minority-owned and/or women-owned in carrying out the purposes of this Agreement. The following <br /> steps are required by the subrecipient if any contracts with contractors or sub-contractors are entered <br /> into under the original contract award: <br /> a. Placing qualified small and minority businesses and women's business enterprises on <br /> solicitation lists; <br /> b. Assuring that small and minority businesses, and women's business enterprises are solicited <br /> whenever they are potential sources; <br /> Public Assistance Grant Agreement Page 19 of 21 City of Everett, D21-293 <br />