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A.34 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 this <br />Agreement and in addition to any other rights provided in this Agreement, the Department may require <br />the Subrecipient to deliver to the Department any property specifically produced or acquired for the <br />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 as an agreed upon <br />price, if separately stated, for properly authorized and completed work and services rendered or goods <br />delivered to and accepted by the 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 />equipment or supplies provided for which no separate price is stated, (ii) partially completed work and <br />services and/or equipment or supplies provided which are accepted by the Department, (iii) other work, <br />services and/or equipment or supplies 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. If the termination is for cause, the Department shall determine the extent of the liability of the <br />Department. The Department shall have no other obligation to the Subrecipient for termination. The <br />Department may withhold from any amounts due the Subrecipient such sum as the Department <br />determines to be necessary to protect the Department against potential loss or liability. <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 further 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 the rights, title, and interest of the Subrecipient under the orders and contracts <br />so terminated, in which case the Department 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 approval 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 />Take such action as may be necessary, or as the Department may require, for the protection and <br />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.35 MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISES <br />In accordance with the legislative findings and policies set forth in Chapter 39.19 RCW, the State of <br />Washington encourages participation in all its contracts by MWBE firms certified by the Office of Minority <br />and Women's Business Enterprises (OMWBE). To the extent possible, 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 participation goals have been established, and are indicated herein: Minority <br />Business Enterprises: (MBE's): 10% and Woman's Business Enterprises (WBE's): 6%. <br />g. <br />DHS-FEMA-EMPG-FY22 <br />Page 21 of 39 City of Everett, E23-372 <br />