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(, The Department may withhold from any amounts due the Contractor such sum as The Adjutant <br /> General or his Authorized Department Representative 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 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 Department, the <br /> 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 as is not terminated; <br /> c. Assign to the Department, in the manner, at the times, and to the extent directed by The <br /> Adjutant General or his Authorized Department Representative, all of the rights, title, and <br /> interest of the Contractor under the orders and subcontracts so terminated, in which case the <br /> Department 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 Department to the extent The Adjutant <br /> General or his Authorized Department Representative may require, which approval or <br /> 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 <br /> directed by the Department any property which, if the contract had been completed, would have <br /> 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; 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 contract which is in the possession of the <br /> Contractor and in which the Department has or may acquire an interest. <br /> AAG Approved 7/20/06 <br /> 13u <br /> DHS-EMPG-FFY 07 Page 12 of 37 City of Everett Emergency Management <br /> E07-344 <br />