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' a '-, <br /> �. v <br /> If the termination is for convenience, the Department shall pay to the Contractor the agreed upon price, <br /> 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 contract termination, and the <br /> amount agreed upon by the Contractor 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 <br /> 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 contract. If the termination is for cause, the Department shall determine the extent of the liability of <br /> the Department. The Department shall have no other obligation to the Contractor for termination. The <br /> Department may withhold from any amounts due the Contractor 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 contract 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 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, supplies, equipment and/or <br /> facilities in relation to this contract except as may be necessary for completion of such portion of <br /> 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 /> Department, all of the rights, title, and interest of the Contractor under the orders and <br /> subcontracts 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 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 Department <br /> may 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 <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 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 contract which is in the possession of the <br /> Contractor and in which the Department has or may acquire an interest. <br /> AAG Approved 9/12/2007 <br /> 109 <br /> DHS-EMPG-FFY 08 Page 12 of 24 City of Everett Emergency Management <br /> E08-307 <br />