Common use of Termination Procedure Clause in Contracts

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  • Stop work under the contract on the date and to the extent specified in the notice;  • Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  • Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH Contract, the OSOS, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DOH the OSOS any property specifically produced produced, furnished, or acquired for the performance of such part of this contract as Contract that has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH OSOS shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services service(s) accepted by DOH. In addition DOH shall pay the OSOS and the amount agreed upon by the Contractor and the Contracting Officer OSOS for (a) completed work and services service(s) for which no separate price is stated, (b) partially completed work and servicesservice(s), (c) other property or services services, which are accepted by DOHthe OSOS, and (d) the protection and preservation of the property. If , unless the termination is for default, in which case, the Contracting Officer OSOS shall determine the extent of the liability of DOHthe OSOS. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause “Disputes” provision of this contractContract. DOH The OSOS may withhold from the Contractor any amounts due the Contractor for such completed work or services such sum as the Contracting Officer OSOS determines to be necessary to protect DOH the OSOS against potential loss or liability. The rights and remedies of DOH the OSOS provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of termination, termination and except as otherwise directed by the Contracting OfficerOSOS, the Contractor shall:  Stop work under the contract Contract on the date and to the extent specified in the notice; .  Place no further orders or subcontracts for materials, services, or facilities except as which may be necessary to complete for completion of such portion of the work under the Contract that is not terminated; .  Assign to DOHthe OSOS in the manner, at the times, and to the extent directed by the Contracting OfficerOSOS, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the OSOS has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or subcontracts, and subcontracts with the approval or ratification of the Contracting Officer Secretary of State to the extent he/she the Secretary of State may require, which approval or ratification shall be final for all the purposes of this clause; provision.  Transfer title to DOH the OSOS and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting OfficerSecretary of State any property, any property which, if the contract Contract had been completed, would have been required to be furnished to DOH; the Contract.  Complete performance of such part of the work as shall not have been terminated by the Contracting Officer; and, Secretary of State.  Take such action as that may be necessary, or as the Contracting Officer Secretary of State may direct, for the protection and preservation of the property related to this contract the Contract which is in the possession of the Contractor and in which DOH the OSOS has or may acquire an interest.

Termination Procedure. In addition to the procedures set forth below, if the Purchasing Activity terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case the Contracting Officer Purchasing Activity and the Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines Contract Administrator and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH the Purchasing Activity and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerContract Administrator, the Contractor shall:  Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date date, and to the extent specified specified, in the notice;  Place no further orders or subcontracts for materials, services, supplies, equipment and/or facilities in relation to the Contract except as is necessary to complete or fulfill such portion of the work Contract that is not terminated;  Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; Assign to DOHthe Purchaser, in the manner, at the times, and to the extent directed by the Contracting OfficerContract Administrator on behalf of the Purchaser, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer Contract Administrator and/or the Purchaser to the extent he/she Contract Administrator and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH the Purchaser and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, Contract Administrator on behalf of the Purchaser any property which, if the contract had been completed, would have been required to be furnished to DOHthe Purchaser;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer Contract Administrator and/or the Purchaser may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH the Purchasing Activity and/or the Purchaser has or may acquire an interest.. CONTRACT EXECUTION

Termination Procedure. In addition to the procedures set forth below, if the MCC terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case the Contracting Officer MCC and the Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines Contract Administrator and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH the MCC and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerContract Administrator, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.:

Termination Procedure. Upon termination of this contract DOH the Department, in addition to any other rights provided in this contract, may require the Contractor contractor to deliver to DOH the Department any property specifically produced or acquired for the performance of such part of this contract agreement as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Department shall pay to the Contractor contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the Department and the amount agreed upon by the Contractor contractor and the Contracting Officer for (a) completed contracting officer for: Completed work and services for which no separate price is stated, (b) partially . Partially completed work and services, (c) other . Other property or services which that are accepted by DOH, and (d) the Department. The protection and preservation of the property. If , unless the termination is for default, in which case the Contracting Officer contracting officer shall determine the extent of the liability of DOHthe Department. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contractagreement. DOH The Department may withhold from any amounts due the Contractor contractor for such completed work or services such sum as the Contracting Officer contracting officer determines to be necessary to protect DOH the Department against potential loss or liability. The rights and remedies of DOH the Department provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractagreement. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officercontracting officer, the Contractor contractor shall:  Stop work under the contract agreement on the date and to the extent specified in the notice;  . Place no further orders or subcontracts for materials, services, services or facilities except as necessary to complete such portion of the work not terminated;  . Assign to DOHthe Department, in the manner, at the times, and to the extent directed by the Contracting Officercontracting officer, all of the rights, titles, and interest of the Contractor contractor under the orders and subcontracts in which case DOH the Department has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer contracting officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  . Transfer title to DOH the Department and deliver, in the manner, at the times and to the extent as directed by the Contracting Officercontracting officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  the Department. Complete performance of such part of the work not terminated by the Contracting Officer; and,  contracting officer. Take such action as may be necessary, necessary or as the Contracting Officer contracting officer may direct, for the protection and preservation of the property related to this contract which agreement that is in the possession of the Contractor contractor and in which DOH the Department has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may require Contract, the Contractor to must deliver to DOH the Agency any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of Contract in accordance with the Treatment of Assets clause shall apply in such property transferprovision. DOH shall The Agency must pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the Agency and the amount agreed upon by the Contractor and the Contracting Officer Agency for (a) completed the following: Completed work and services for which no separate price is stated, (b) partially ; Partially completed work and services, (c) other ; Other property or services which are accepted by DOH, the Agency; and (d) the The protection and preservation of the property. If , unless the termination is for defaultcause, in which case the Contracting Officer shall Director will determine the extent of the liability of DOHliability. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH The Agency may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer Director determines to be necessary to protect DOH the Agency against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting OfficerAgency’s Contract Manager, the Contractor shallmust:  Stop work under the contract Contract on the date date, and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary to complete for completion of such portion of the work under the Contract as is not terminated;  Assign to DOHthe Agency, in the manner, at the times, and to the extent directed by the Contracting Officer, Agency’s Contract Manager all of the rights, titles, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  ; Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer Agency’s Contract Manager to the extent he/he or she may require, which approval or ratification shall be is final for all the purposes of this clause;  Transfer title to DOH the Agency and deliverdeliver in the manner, at the times, and to the extent, if any, as directed by the Contracting OfficerAgency’s Contract Manager, any property which, if the contract Contract had been completed, would have been required to be furnished to DOHthe Agency;  Complete performance of such part of the work that has not terminated by the Contracting Officerbeen terminated; and,  and Take such action as may be necessary, or as the Contracting Officer Agency’s Contract Manager may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DOH the Agency has or may acquire an interest.

Termination Procedure. Upon termination of this contract agreement DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract agreement as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractagreement. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  • Stop work under the contract agreement on the date and to the extent specified in the notice;  • Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  • Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract agreement had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract agreement which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract agreement DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract agreement as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractagreement. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  Stop work under the contract agreement on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract agreement had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract agreement which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH Master Contract or any Purchaser Technology Solution Contract, DES and/or Purchaser, in addition to any other rights provided in this Master Contract and applicable Purchaser’s Technology Solution Contract may require the Contractor to deliver to DOH Purchaser any property specifically produced or acquired for the performance of such part of this contract Master Contract or Purchaser Technology Solution Contract as has been terminated. The provisions of the section titled Treatment of Assets clause shall apply in such property transfer. DOH Unless otherwise provided herein, Purchaser shall pay to the Contractor the agreed agreed-upon pricePrice, if separately stated, for completed work and services accepted the Services received by DOH. In addition DOH Purchaser, provided that in no event shall Purchaser pay the to Contractor an amount agreed upon by the greater than Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property would have been entitled to if this Master Contract or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOHPurchaser Technology Solution Contract had not been terminated. Failure to agree with on such determination shall be a dispute within the meaning of the Disputes clause section of this contractMaster Contract entitled Disputes. DOH Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer Purchaser determines to be necessary to protect DOH against Purchaser from potential loss or liability. The rights and remedies Contractor shall pay any amounts due Purchaser as the result of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt termination within thirty (30) calendar days of a notice of terminationthe amounts due. If Contractor fails to make timely payment, and except as otherwise directed by Purchaser may charge interest on the Contracting Officeramounts due at one percent per month until paid in full. In the event of termination of any Services or agreement in entirety, the Contractor shall:  Stop work under will not take any action to intentionally erase any Purchaser Data that it may have in its possession for a period of ninety (90) days after the contract on the effective date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOHtermination. After such ninety (90) day period, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor shall have no obligation unless otherwise agreed between the parties to maintain or provide any Purchaser Data and shall thereafter, unless legally prohibited, delete all Purchaser Data in its systems or otherwise in its possession or under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interestcontrol.

Termination Procedure. Upon termination of this contract DOH may require the Contractor LHJ to deliver to DOH any non-LHJ-owned equipment, data, or other property specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor LHJ the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon determined by the Contractor and the DOH’s Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If Disagreement by the termination is for default, LHJ with the determination of DOH’s Contracting Officer shall determine that relates to the extent of obligations or amounts due to the liability of DOH. Failure to agree with such determination LHJ shall be considered a dispute within the meaning of the Disputes “Disputes” clause of this contractContract. DOH may withhold from any amounts due the Contractor LHJ for such completed work or services such sum as the DOH’s Contracting Officer reasonably determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a written notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor LHJ shall:  • Stop work under the contract Contract on the date and to the extent specified in the notice;  • Place no further orders or subcontracts for materials, services, facilities or facilities, except as necessary to complete such portion of the work not terminated;  • Assign to DOH, to the extent reasonably directed by XXX’s Contracting Officer and to the Contracting Officerextent that the LHJ has the legal right to do so, all of the rightsright, titlestitle, and interest of the Contractor LHJ under the orders and subcontracts in which case DOH has the right, at its reasonable discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the DOH’s Contracting Officer to the extent he/she may reasonably require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH and deliver, as reasonably directed by the XXX’s Contracting Officer, any property which, if the contract Contract had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work not terminated by the DOH’s Contracting Officer; and,  • Take such action as may be necessary, or as the DOH’s Contracting Officer may reasonably direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor LHJ, or its subcontractors, and in which DOH has or may acquire an interest.. {{Sig_es_:signer1:signature}} {{Sig_es_:signer2:signature}} {{Ttl_es_:signer1:title}} {{Ttl_es_:signer2:title}} {{N__es_:signer1:fullname}} {{N_es_:signer2:fullname}} {{Dte_es_:signer1:date}} {{Dte_es_:signer2:date}}

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition addition, DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  • Stop work under the contract on the date and to the extent specified in the notice;  • Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  • Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. In addition to the procedures set forth below, if DES terminates this Contract, Contractor shall follow any procedures DES specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, DES may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case DES and the Contracting Officer Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contractContract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines DES and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH DES and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerDES, the Contractor shall:  • Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date date, and to the extent specified specified, in the notice;  • Place no further orders or subcontracts SubContracts for materials, services, supplies, equipment and/or facilities in relation to the Contract except as is necessary to complete or fulfill such portion of the work Contract that is not terminated;  • Complete or fulfill such portion of the Contract that is not terminated in compliance with all Contractual requirements; • Assign to DOHthe Purchaser, in the manner, at the times, and to the extent directed by DES on behalf of the Contracting OfficerPurchaser, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts SubContracts so terminated, in which case DOH the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontractsSubContracts.  • Settle all outstanding liabilities and all claims arising out of such termination of orders or subcontractsand SubContracts, with the approval or ratification of DES and/or the Contracting Officer Purchaser to the extent he/she DES and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH the Purchaser and deliverdeliver in the manner, as at the times, and to the extent directed by DES on behalf of the Contracting Officer, Purchaser any property which, if the contract Contract had been completed, would have been required to be furnished to DOHthe Purchaser;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as DES and/or the Contracting Officer Purchaser may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DOH DES and/or the Purchaser has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition addition, DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  • Stop work under the contract on the date and to the extent specified in the notice;  notice • Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  terminated • Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  subcontracts • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  clause • Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  DOH • Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  • Stop work under the contract on the date and to the extent specified in the notice;  • Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  • Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.. EXAMPLE ONLY

Termination Procedure. In addition to the procedures set forth below, if DES terminates this Contract, Contractor shall follow any procedures DES specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, DES may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case DES and the Contracting Officer Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contractContract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines DES and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH DES and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerDES, the Contractor shall:  • Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date date, and to the extent specified specified, in the notice;  • Place no further orders or subcontracts Subcontracts for materials, services, supplies, equipment and/or facilities in relation to the Contract except as is necessary to complete or fulfill such portion of the work Contract that is not terminated;  • Complete or fulfill such portion of the Contract that is not terminated in compliance with all Contractual requirements; • Assign to DOHthe Purchaser, in the manner, at the times, and to the extent directed by DES on behalf of the Contracting OfficerPurchaser, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts Subcontracts so terminated, in which case DOH the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontractsSubcontracts.  • Settle all outstanding liabilities and all claims arising out of such termination of orders or subcontractsand Subcontracts, with the approval or ratification of DES and/or the Contracting Officer Purchaser to the extent he/she DES and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH the Purchaser and deliverdeliver in the manner, as at the times, and to the extent directed by DES on behalf of the Contracting Officer, Purchaser any property which, if the contract Contract had been completed, would have been required to be furnished to DOHthe Purchaser;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as DES and/or the Contracting Officer Purchaser may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DOH DES and/or the Purchaser has or may acquire an interest. THIS CONTRACT is executed by the persons signing below who warrant that they have the authority to execute the contract.

Termination Procedure. Upon termination of this contract DOH Master Contract or any Order Document/SOW(s), DES and Purchaser, in addition to any other rights provided in this Master Contract and applicable Order Document/SOW, may require the Contractor to deliver to DOH Purchaser any property specifically produced or acquired for the performance of such part of this contract Master Contract or Order Document/SOW as has been terminated. The provisions of the section titled Treatment of Assets clause shall apply in such property transfer. DOH Unless otherwise provided herein, Purchaser shall pay to the Contractor the agreed agreed-upon pricePrice, if separately stated, for completed work the Materials and services accepted Services received by DOH. In addition DOH Purchaser, provided that in no event shall Purchaser pay the to Contractor an amount agreed upon by the greater than Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property would have been entitled to if this Master Contract or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOHOrder Document/SOW had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause section of this contractMaster Contract. DOH Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer Purchaser determines to be necessary to protect DOH against Purchaser from potential loss or liability. The rights and remedies Contractor shall pay amounts due Purchaser or DES as the result of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt termination within thirty (30) calendar days of a notice of terminationthe amounts due. If Contractor fails to make timely payment, and Purchaser or DES may charge interest on the amounts due at one percent (1%) per month until paid in full. Covenant Against Contingent Fees Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee, except as bona fide employees or a bona fide established commercial or selling agency of Contractor. In the event Contractor breaches this section, Purchaser shall have the right to either annul this Contract without liability to Purchaser, or, in Purchaser’s discretion, deduct from payments due to Contractor, or otherwise directed by the Contracting Officerrecover from Contractor, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination full amount of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontractscommission, with the approval or ratification of the Contracting Officer to the extent he/she may requirepercentage, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessarybrokerage, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interestcontingent fee.

Termination Procedure. ‌ In addition to the procedures set forth below, if the MCC terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case the Contracting Officer MCC and the Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines Contract Administrator and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH the MCC and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerContract Administrator, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.:

Termination Procedure. Upon termination of this contract DOH may require the Contractor LHJ to deliver to DOH any non-LHJ-owned equipment, data, or other property specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor LHJ the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon determined by the Contractor and the DOH’s Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If Disagreement by the termination is for default, LHJ with the determination of DOH’s Contracting Officer shall determine that relates to the extent of obligations or amounts due to the liability of DOH. Failure to agree with such determination LHJ shall be considered a dispute within the meaning of the Disputes “Disputes” clause of this contractContract. DOH may withhold from any amounts due the Contractor LHJ for such completed work or services such sum as the DOH’s Contracting Officer reasonably determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a written notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor LHJ shall:  Stop work under the contract Contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities or facilities, except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent reasonably directed by XXX’s Contracting Officer and to the Contracting Officerextent that the LHJ has the legal right to do so, all of the rightsright, titlestitle, and interest of the Contractor LHJ under the orders and subcontracts in which case DOH has the right, at its reasonable discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the DOH’s Contracting Officer to the extent he/she may reasonably require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as reasonably directed by the XXX’s Contracting Officer, any property which, if the contract Contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the XXX’s Contracting Officer; and,  Take such action as may be necessary, or as the DOH’s Contracting Officer may reasonably direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor LHJ, or its subcontractors, and in which DOH has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH may contract, the AOC, in addition to any other rights provided in this contract, shall require the Contractor to deliver to DOH the AOC any property specifically produced or acquired for the performance of such part of this the contract as has been terminated. The provisions of the “Treatment of Assets Assets” clause shall apply in such property transfer. DOH The AOC shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the AOC, and the amount agreed upon by the Contractor and the Contracting Officer AOC for (ai) completed work and services for which no separate price is stated, (bii) partially completed work and services, (ciii) other property or services which are accepted by DOHthe AOC, and (div) the protection and preservation of the property. If , unless the termination is for default, in which case the Contracting Officer shall determine the extent of the liability of DOHthe AOC. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH The AOC may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer AOC determines to be necessary to protect DOH the AOC against potential loss or liability. The rights and remedies of DOH the AOC provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting OfficerAOC, the Contractor shall:  Stop work under the this contract on the date and to the extent specified specified, in the notice;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary to complete for completion of such portion of the work under the contract as is not terminated;  Assign to DOHthe AOC, in the manner, at the times, and to the extent directed by the Contracting OfficerAOC, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the AOC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  ; Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer AOC to the extent he/she the Contracting Officer may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH the AOC and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, AOC any property which, if the contract had been completed, would have been required to be furnished to DOHthe AOC;  Complete performance of such part of the work as shall not have been terminated by the Contracting OfficerAOC; and,  and Take such action actions as may be necessary, or as the Contracting Officer AOC may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH the AOC has or may acquire an interest. WAIVER: Waiver of any default of any term or condition of this contract shall not be deemed to be a waiver of any other prior or subsequent default. Waiver of breach of any provision of the contract shall not be deemed a waiver of any other or subsequent breach and shall not be construed as a modification of the terms of this contract unless stated to be such in writing, signed by the Contracting Officer and attached to the original contract. AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35: The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. ACCESS TO DATA: In compliance with Chapter 39.29 RCW, the Contractor shall provide access to data generated under this contract to AOC, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, recommendations of the Contractor’s reports, including computer models and methodology for those models.

Termination Procedure. Upon termination of this contract DOH Contract, the Agency, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DOH the Agency any property specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the Treatment of Assets TREATMENT OF ASSETS clause shall apply in such property transfer. DOH The Agency shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the Agency and the amount agreed upon by the Contractor and the Contracting Officer Agency for (a1) completed work and services service(s) for which no separate price is stated, ; (b2) partially completed work and services, ; (c3) other property or services which are accepted by DOH, the Agency; and (d4) the protection and preservation of the property. If , unless the termination is for default, in which case the Contracting Officer Agency shall determine the extent of the liability of DOHthe Agency. Failure to agree with such determination shall be a dispute within the meaning of the Disputes DISPUTES clause of this contractContract. DOH The Agency may withhold from any amounts due to the Contractor for such completed work or services such sum as the Contracting Officer Agency determines to be necessary to protect DOH the Agency against potential loss or liability. The rights and remedies of DOH the Agency provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of termination, termination and except as otherwise directed by the Contracting OfficerAgency, the Contractor shall:  Stop work under the contract this Contract on the date date, and to the extent specified specified, in the notice;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary to complete for completion of such portion of the work under this Contract as is not terminated;  Assign to DOHthe Agency, in the manner, at the times, and to the extent directed by the Contracting OfficerAgency, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer Agency to the extent he/she the Agency may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH the Agency and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, Agency any property which, if the contract Contract had been completed, would have been required to be furnished to DOHthe Agency;  Complete performance of such part of the work as shall not have been terminated by the Contracting OfficerAgency; and,  and Take such action as may be necessary, or as the Contracting Officer Agency may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DOH the Agency has or may acquire an interest.

Termination Procedure. In addition to the procedures set forth below, if WSLCB terminates this Contract, Contractor shall follow any procedures WSLCB specifies in WSLCB’s Notice of Termination or on expiration, as applicable. Upon termination of this contract DOH Contract, WSLCB, subject to the terms of this Contract, may require the Contractor to deliver to DOH WSLCB any property property, Products, or Work Products specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the section titled Treatment of Assets clause shall apply in such property transfer. DOH Unless otherwise provided herein, WSLCB shall pay to the Contractor the agreed agreed-upon price, if separately stated, for completed work the Products or Services received and services accepted Accepted by DOH. In addition DOH WSLCB, provided that in no event shall WSLCB pay the to Contractor an amount agreed upon by the greater than Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOHwould have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause section of this contractContract. DOH WSLCB may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer WSLCB determines to be necessary to protect DOH against WSLCB from potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting OfficerWSLCB, the Contractor shall:  • Stop work under the contract this Contract on the date date, and to the extent specified specified, in the noticeNotice;  • Place no further orders or subcontracts for materials, servicesServices, or facilities except as may be necessary to complete for completion of such portion of the work under this Contract that is not terminated;  Assign to DOH• As soon as practicable, to the extent directed by the Contracting Officerbut in no event longer than 30 calendar days after termination, all of the rights, titles, and interest of the Contractor under the terminate its orders and subcontracts in related to the work which case DOH has the right, at its discretion, to been terminated and settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer WSLCB to the extent he/she may requirerequired, which approval or ratification shall be final for all the purposes purpose of this clauseSection;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work this Contract as shall not have been terminated by WSLCB at the Contracting OfficerServices rates provided for in this Contract; and,  • Take such action as may be necessary, or as the Contracting Officer WSLCB Contract Manager may direct, for the protection and preservation of the property Property related to this contract Contract which is in the possession of the Contractor and in which DOH the WSLCB has or may acquire an interest.;

Termination Procedure. In addition to the procedures set forth below, if Purchaser terminates this Contract, Vendor shall follow any procedures Purchaser specifies in Purchaser’s Notice of Termination or on expiration, as applicable. Upon termination of this contract DOH Contract, Purchaser, subject to the terms of this Contract, may require the Contractor Vendor to deliver to DOH Purchaser any property property, Products, or Work Products specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the section titled Treatment of Assets clause shall apply in such property transfer. DOH Unless otherwise provided herein, Purchaser shall pay to Vendor the Contractor the agreed agreed-upon price, if separately stated, for completed work the Products or Services received and services accepted Accepted by DOH. In addition DOH Purchaser, provided that in no event shall Purchaser pay the to Vendor an amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOHgreater than Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause section of this contractContract. DOH Purchaser may withhold from any amounts due the Contractor for such completed work or services Vendor such sum as the Contracting Officer Purchaser determines to be necessary to protect DOH against Purchaser from potential loss or liability. The rights and remedies Vendor shall pay amounts due Purchaser as the result of DOH provided termination within 30 calendar days of notice of amounts due. If Vendor fails to make timely payment, Purchaser may charge interest on the amounts due at one percent per month until paid in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractfull. After receipt of a notice of termination, and except as otherwise directed by the Contracting OfficerWSLCB, the Contractor Vendor shall:  • Stop work under the contract this Contract on the date date, and to the extent specified specified, in the noticeNotice;  • Place no further orders or subcontracts for materials, servicesServices, or facilities except as may be necessary to complete for completion of such portion of the work under this Contract that is not terminated;  Assign to DOH• As soon as practicable, to the extent directed by the Contracting Officerbut in no event longer than 30 calendar days after termination, all of the rights, titles, and interest of the Contractor under the terminate its orders and subcontracts in related to the work which case DOH has the right, at its discretion, to been terminated and settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer WSLCB to the extent he/she may requirerequired, which approval or ratification shall be final for all the purposes purpose of this clauseSection;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  • Complete performance of such part of the work this Contract as shall not have been terminated by the Contracting OfficerWSLCB; and,  • Take such action as may be necessary, or as the Contracting Officer WSLCB Contract Manager may direct, for the protection and preservation of the property Property related to this contract Contract which is in the possession of the Contractor Vendor and in which DOH the WSLCB has or may acquire an interest; • And on expiration, transfer title to the WSLCB and deliver in the manner, at the times, and to the extent directed by the WSLCB Business Manager, any Property which is required to be furnished to the WSLCB and which has been accepted or requested by the WSLCB; and • Provide written certification to the WSLCB that Vendor has surrendered to the WSLCB all said Property.

Termination Procedure. In addition to the procedures set forth below, if the Participating State terminates this Contract, Contractor shall follow any procedures the Participating State’s Contract Administrator specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, the Participating State’s Contract Administrator may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case the Contracting Officer Participating State and the Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines Participating State’s Contract Administrator and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH the Participating State and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerParticipating State’s Contract Administrator, the Contractor shall:  Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date date, and to the extent specified specified, in the notice;  Place no further orders or subcontracts for materials, services, supplies, equipment and/or facilities in relation to the Contract except as is necessary to complete or fulfill such portion of the work Contract that is not terminated;  Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; Assign to DOHthe Purchaser, in the manner, at the times, and to the extent directed by the Contracting OfficerParticipating State’s Contract Administrator on behalf of the Purchaser, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer Participating State’s Contract Administrator and/or the Purchaser to the extent he/she the Participating State’s Contract Administrator and/or the Purchaser may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH the Purchaser and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, Participating State’s Contract Administrator on behalf of the Purchaser any property which, if the contract had been completed, would have been required to be furnished to DOHthe Purchaser;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer Participating State’s Contract Administrator and/or the Purchaser may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH the Participating State and/or the Purchaser has or may acquire an interest. Order of Precedence, Conflict and Conformity In the event of a conflict in Terms and Conditions, or between the Terms and Conditions and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: Applicable Federal and State of Washington statutes and regulations. Mutually agreed written Amendments to this Contract. This Contract number 01711. The Lead State’s Contract number 1862 and all attachments, exhibits and letters of clarification as agreed to by the Lead State and the Contractor. Any other provision, term or material incorporated into the Contract by reference. To the extent possible, the Terms and Conditions of this Contract shall be read consistently. If any provision of this Contract violates any Federal or State of Washington statute or law, it is considered modified to conform to that statute or rule of law. Lease Agreements Lease Agreements are not authorized by this Contract. Primary Contacts The primary government contact individuals for this Participating Addendum are as follows (or their named successors): Lead State Name: Xxxx Xxxxxxxx Address: Nevada Department of Administration, Purchasing Division 000 X Xxxxxx Xx, 3rd Floor Carson City NV 89701 Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxxxx.xx.xx Contractor Name: Xxxx X’Xxxxxxx, Senior Government Sales Manager Address: X. X. Xxxxxxxx, Inc. 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxx XX 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxx.M.D’Xxxxxxx@xxxxxxxx.xxx Participating State Name: Xxxx Xxxxx Address: State of Washington, Dept. of General Administration Office of State Procurement 000 00xx Xxx XX, Xx 000, XX Xxxx Xxxxxxx XX 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx.xxxxx@xx.xx.xxx Subcontractors No servicing subcontractors are permitted under the resulting Contract. Price Agreement Number All purchase orders issued by eligible entities within the jurisdiction of this Participating Addendum shall include the Participating State’s contract number: 01711 and the Lead State’s Master Price Agreement number: 1862. This Participating Addendum and the Master Price Agreement number 1862 (administered by the State of Nevada) together with its exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and Conditions inconsistent with, contrary or in addition to the Terms and Conditions of this Participating Addendum and the Master Price Agreement, together with its exhibits, shall not be added to or incorporated into this Participating Addendum or the Master Price Agreement and its exhibits, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such Terms and Conditions are hereby rejected. The Terms and Conditions of this Participating Addendum and the Master Price Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms within the Participating State. Compliance with Reporting Requirements of the “American Recovery and Reinvestment Act of 2009” (“ARRA”) If or when Contractor is notified by ordering entity that a specific purchase or purchases are being made with ARRA funds, Contractor agrees to comply with the data element and reporting requirements as currently defined in Federal Register Vol 74 #61, Pages 14824-14829 (or subsequent changes or modifications to these requirements as published by the Federal OMB). Purchaser is responsible for informing Contractor (as soon as the Purchaser is aware) that ARRA funds are being used for a purchase or purchases. Contractor will provide the required report to the Purchaser with the invoice presented to the Purchaser for payment. The Contractor, as it relates to purchases under this contract, is not a subcontractor or sub grantee, but simply a provider of goods and related services.

Termination Procedure. In addition to the procedures set forth below, if Purchaser terminates this Contract, Vendor shall follow any procedures Purchaser specifies in Purchaser’s Notice of Termination. Upon termination of this contract DOH Contract, Purchaser, in addition to any other rights provided in this Contract, may require the Contractor Vendor to deliver to DOH Purchaser any property or Work Product specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the section titled Treatment of Assets clause shall apply in such property transfer. DOH Unless otherwise provided herein, Purchaser shall pay to Vendor the Contractor the agreed agreed-upon pricePrice, if separately stated, for completed work and services accepted the Services received by DOH. In addition DOH Purchaser, provided that in no event shall Purchaser pay the to Vendor an amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOHgreater than Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause section of this contractContract. DOH Purchaser may withhold from any amounts due the Contractor for such completed work or services Vendor such sum as the Contracting Officer Purchaser determines to be necessary to protect DOH against Purchaser from potential loss or liability. The rights and remedies Vendor shall pay amounts due Purchaser as the result of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt termination within thirty (30) calendar days of a notice of terminationthe amounts due. If Vendor fails to make timely payment, and Purchaser may charge interest on the amounts due at one percent (1%) per month until paid in full. Covenant Against Contingent Fees Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee, except as bona fide employees or a bona fide established commercial or selling agency of Vendor. In the event Vendor breaches this section, Purchaser shall have the right to either annul this Contract without liability to Purchaser or, in Purchaser’s discretion, deduct from payments due to Vendor, or otherwise directed by the Contracting Officerrecover from Vendor, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination full amount of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontractscommission, with the approval or ratification of the Contracting Officer to the extent he/she may requirepercentage, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessarybrokerage, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.contingent fee. Contract Execution

Termination Procedure. In addition to the procedures set forth below, if the DES terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract Contract as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case the Contracting Officer DES and the Purchaser shall determine the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contractContract. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines Contract Administrator and Purchaser determine to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH the DES and/or the Purchaser provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerContract Administrator, the Contractor shall:  Stop work under the contract on the date and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.:

Termination Procedure. In addition to the procedures set forth below, if WSDOT Rail Division terminates this Ordering Agreement, Contractor shall follow any procedures WSDOT Rail Division specifies in the termination notice. Upon termination of this contract DOH Ordering Agreement and in addition to any other rights provided in this Ordering Agreement, WSDOT Rail Division may require the Contractor to deliver to DOH the Purchaser any property specifically produced or acquired for the performance of such part of this contract Ordering Agreement as has been terminated. The provisions of the "Treatment of Assets Assets" clause shall apply in such property transfer. DOH The Purchaser shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted service(s) Accepted by DOH. In addition DOH shall pay the Purchaser, and the amount agreed upon by the Contractor and the Contracting Officer Purchaser for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted Accepted by DOHthe Purchaser, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, the Contracting Officer shall determine in which case WSDOT Rail Division determines the extent of the liability of DOHthe Purchaser. Failure to agree with such determination shall be a dispute within the meaning of the Disputes "Disputes" clause of this contractOrdering Agreement. DOH The Purchaser may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer WSDOT Rail Division determines to be necessary to protect DOH the Purchaser against potential loss or liability. The rights and remedies of DOH WSDOT Rail Division provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractOrdering Agreement. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerWSDOT Rail Division, the Contractor shall:  − Stop work all work, order fulfillment, shipments, and deliveries under the contract Ordering Agreement on the date date, and to the extent specified specified, in the notice;  − Place no further orders or subcontracts for materials, services, supplies, equipment and/or facilities in relation to the Ordering Agreement except as is necessary to complete or fulfill such portion of the work Ordering Agreement that is not terminated;  − Complete or fulfill such portion of the Ordering Agreement that is not terminated in compliance with all contractual requirements; − Assign to DOHthe Purchaser, to in the extent directed by the Contracting Officermanner, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the Purchaser has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  − Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of WSDOT Rail Division and/or the Contracting Officer Purchaser to the extent he/she WSDOT Rail Division may require, which approval or ratification shall be final for all the purposes of this clause;  − Transfer title to DOH the Purchaser and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, WSDOT Rail Division any property which, if the contract Ordering Agreement had been completed, would have been required to be furnished to DOHthe Purchaser;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  − Take such action as may be necessary, or as the Contracting Officer WSDOT Rail Division may direct, for the protection and preservation of the property related to this contract Ordering Agreement which is in the possession of the Contractor and in which DOH WSDOT Rail Division has or may acquire an interest. END OF DOCUMENT Appendix 46.44 Contract Bond Contract Bond KNOW ALL MEN BY THESE PRESENTS, That of , as Principal, and as Surety, are jointly and severally held and bound unto , in the penal sum of Dollars ($ ), the payment of which we jointly and severally bind ourselves, our heirs, executors, administrators, and assigns, and successors and assigns, firmly by these presents. The CONDITION of this bond is such that WHEREAS, on the day of A.D., , the said Principal, herein, executed a certain contract with the State of Washington, by the terms, conditions, and provisions of which contract the said Principal, herein, agree to furnish all material and do certain work, to wit: That , will undertake and complete the construction of according to the maps, plans and specifications made a part of said contract, which contract as so executed, is hereunto attached, is now referred to and by reference is incorporated herein and made a part hereof as fully for all purposes as if here set forth at length. This bond shall cover all approved change orders as if they were in the original contract.

Termination Procedure. Upon termination of this contract DOH may contract, the OAC, in addition to any other rights provided in this contract, shall require the Contractor to deliver to DOH the OAC any property specifically produced or acquired for the performance of such part of this the contract as has been terminated. The provisions of the “Treatment of Assets Assets” clause shall apply in such property transfer. DOH The OAC shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the OAC, and the amount agreed upon by the Contractor and the Contracting Officer OAC for (ai) completed work and services for which no separate price is stated, (bii) partially completed work and services, (ciii) other property or services which are accepted by DOHthe OAC, and (div) the protection and preservation of the property. If , unless the termination is for default, in which case the Contracting Officer shall determine the extent of the liability of DOHthe OAC. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH The OAC may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer OAC determines to be necessary to protect DOH the OAC against potential loss or liability. The rights and remedies of DOH the OAC provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting OfficerOAC, the Contractor shall:  Stop work under the this contract on the date and to the extent specified specified, in the notice;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary to complete for completion of such portion of the work under the contract as is not terminated;  Assign to DOHthe OAC, in the manner, at the times, and to the extent directed by the Contracting OfficerOAC, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the OAC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  ; Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer OAC to the extent he/she the Contracting Officer may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH the OAC and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, OAC any property which, if the contract had been completed, would have been required to be furnished to DOHthe OAC;  Complete performance of such part of the work as shall not have been terminated by the Contracting OfficerOAC; and,  and Take such action actions as may be necessary, or as the Contracting Officer OAC may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH the OAC has or may acquire an interest. WAIVER: Waiver of any default of any term or condition of this contract shall not be deemed to be a waiver of any other prior or subsequent default. Waiver of breach of any provision of the contract shall not be deemed a waiver of any other or subsequent breach and shall not be construed as a modification of the terms of this contract unless stated to be such in writing, signed by the Contracting Officer and attached to the original contract. AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA” 28 CFR Part 35: The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications.

Termination Procedure. Upon termination of this contract DOH Contract, the OSOS, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DOH the OSOS any property specifically produced produced, furnished, or acquired for the performance of such part of this contract as Contract that has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH OSOS shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services service(s) accepted by DOH. In addition DOH shall pay the OSOS and the amount agreed upon by the Contractor and the Contracting Officer OSOS for (a) completed work and services service(s) for which no separate price is stated, (b) partially completed work and servicesservice(s), (c) other property or services services, which are accepted by DOHthe OSOS, and (d) the protection and preservation of the property. If , unless the termination is for default, in which case, the Contracting Officer OSOS shall determine the extent of the liability of DOHthe OSOS. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause “Disputes” provision of this contractContract. DOH The OSOS may withhold from the Contractor any amounts due the Contractor for such completed work or services such sum as the Contracting Officer OSOS determines to be necessary to protect DOH the OSOS against potential loss or liability. The rights and remedies of DOH the OSOS provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of termination, termination and except as otherwise directed by the Contracting OfficerOSOS, the Contractor shall:  • Stop work under the contract Contract on the date and to the extent specified in the notice;  . • Place no further orders or subcontracts for materials, services, or facilities except as which may be necessary to complete for completion of such portion of the work under the Contract that is not terminated;  . • Assign to DOHthe OSOS in the manner, at the times, and to the extent directed by the Contracting OfficerOSOS, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the OSOS has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of such termination of orders or subcontracts, and subcontracts with the approval or ratification of the Contracting Officer Secretary of State to the extent he/she the Secretary of State may require, which approval or ratification shall be final for all the purposes of this clause;  provision. • Transfer title to DOH the OSOS and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting OfficerSecretary of State any property, any property which, if the contract Contract had been completed, would have been required to be furnished to DOH;  the Contract. • Complete performance of such part of the work as shall not have been terminated by the Contracting Officer; and,  Secretary of State. • Take such action as that may be necessary, or as the Contracting Officer Secretary of State may direct, for the protection and preservation of the property related to this contract the Contract which is in the possession of the Contractor and in which DOH the OSOS has or may acquire an interest.

Termination Procedure. Upon termination of this contract DOH the College in addition to any other rights provided in this contract, may require the Contractor to deliver to DOH the College any property specifically produced or acquired for the performance of such part parts of this contract as has been terminated. The provisions provision of the “Treatment of Assets Assets” clause shall apply in such property transfer. DOH The College shall pay to the Contractor the agreed upon price, if separately stated, stated for completed work and services accepted by DOH. In addition DOH shall pay the College, and the amount agreed upon by the Contractor and the Contracting Officer College for (ai) completed work and services for which no separate price is stated, (bii) partially completed work and services, (ciii) other property or services which are accepted by DOHthe agency, and (div) the protection and preservation of the property. If , unless the termination is for default, in which case the Contracting Officer Purchasing Manager shall determine the extent of the liability of DOHthe College. Failure to agree with such determination shall be a dispute within with the meaning of the Disputes “Disputes” clause of this contract. DOH The College may withhold from any amounts due the Contractor for such completed work or services such sum sums as the Contracting Officer Purchasing Manager determines to be necessary to protect DOH the College against potential loss or liability. The rights and remedies of DOH the College provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting OfficerPurchasing Manger, the Contractor shall:  Stop work under the contract on the date date, and to the extent specified in the notice;  Place no further orders or subcontracts for materials, services, or facilities except as may be necessary to complete for completion of such portion of the work under the contract as is not terminated;  . Assign to DOHthe College, in the manner, at the time, and to the extent directed by the Contracting OfficerPurchasing Manager, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts subcontractors so terminated, in which case DOH the College has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  Settle all outstanding liabilities liabilities, and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer Purchasing Manger to the extent he/she the Purchasing Manager may require, which approval or ratification shall be final for all the purposes of this clause;  . Transfer title to DOH the College and deliverdeliver in the manner, as at the time, and to the extent directed by the Contracting Officer, Purchasing Manager any property which, if the contract had has been completed, would have been required to be furnished to DOH;  the College. Complete performance of such part of the work not that was terminated by the Contracting OfficerPurchasing Manager; and,  and Take such action as may be necessary, or as the Contracting Officer Purchasing Manager may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH the College has or may acquire an interest.

Termination Procedure. In addition to the procedures set forth below, if DES terminates this Contract, Contractor shall follow any procedures the Contract Administrator specifies in the termination notice. Upon termination of this contract DOH Contract and in addition to any other rights provided in this Contract, Contract Administrator may require the Contractor to deliver to DOH the Customer any property specifically produced or acquired for the performance of such part of this contract Contract or order as has been terminated. The provisions of the Treatment of Assets clause Section 5.3 shall apply in such property transfer. DOH The Customer shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services service(s) accepted by DOH. In addition DOH shall pay the Customer, and the amount agreed upon by the Contractor and the Contracting Officer Customer for (ai) completed work and materials, supplies, services rendered and/or equipment for which no separate price is stated, (bii) partially completed work and servicesmaterials, supplies, services rendered and/or equipment, (ciii) other property or materials, supplies, services rendered and/or equipment which are accepted by DOHthe Customer, and (div) the protection and preservation of the property. If , unless the termination is for defaultcause, in which case Motorola and the Contracting Officer Customer shall determine the extent of the liability of DOHthe Customer. Failure to agree with such determination shall be a dispute Dispute within the meaning of the Disputes clause Section 11 of this contractContract. DOH The Customer may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines Contract Administrator and Customer determine to be necessary to protect DOH the Customer against potential loss or liability. The rights and remedies of DOH DES and/or the Customer provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contractContract. After receipt of a notice of terminationtermination notice, and except as otherwise expressly directed in writing by the Contracting OfficerContract Administrator, the Contractor shall:  Stop work all work, order fulfillment, shipments, and deliveries under the contract Contract on the date date, and to the extent specified specified, in the notice;  Place no further orders or subcontracts for materials, services, supplies, equipment and/or facilities in relation to the Contract except as is necessary to complete or fulfill such portion of the work Contract that is not terminated;  Complete or fulfill such portion of the Contract that is not terminated in compliance with all contractual requirements; Assign to DOHthe Customer, in the manner, at the times, and to the extent directed by the Contracting OfficerContract Administrator on behalf of the Customer, all of the rights, titlestitle, and interest of the Contractor under the orders and subcontracts so terminated, in which case DOH the Customer has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  ; Settle all outstanding liabilities and all claims arising out of such termination of orders or and subcontracts, with the approval or ratification of the Contracting Officer Contract Administrator and/or the Customer to the extent he/she Contract Administrator and/or the Customer may require, which approval or ratification shall be final for all the purposes of this clause;  Transfer title to DOH the Customer and deliverdeliver in the manner, as at the times, and to the extent directed by the Contracting Officer, Contract Administrator on behalf of the Customer any property which, if the contract Contract had been completed, would have been required to be furnished to DOHthe Customer;  Complete performance of such part of the work not terminated by the Contracting Officer; and,  Take such action as may be necessary, or as the Contracting Officer Contract Administrator and/or the Customer may direct, for the protection and preservation of the property related to this contract Contract which is in the possession of the Contractor and in which DOH DES and/or the Customer has or may acquire an interest.. Section 13 INDEMNIFICATION

Termination Procedure. Upon termination of this contract DOH may require the Contractor to deliver to DOH any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the Treatment of Assets clause shall apply in such property transfer. DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by DOH. In addition DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by DOH, and (d) the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of DOH. Failure to agree with such determination shall be a dispute within the meaning of the Disputes clause of this contract. DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect DOH against potential loss or liability. The rights and remedies of DOH provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall:  • Stop work under the contract on the date and to the extent specified in the notice;  • Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated;  • Assign to DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case DOH has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.  • Settle all outstanding liabilities and all claims arising out of orders or subcontracts, with the approval or ratification of the Contracting Officer to the extent he/she may require, which approval or ratification shall be final for all the purposes of this clause;  • Transfer title to DOH and deliver, as directed by the Contracting Officer, any property which, if the contract had been completed, would have been required to be furnished to DOH;  EXHIBIT B GENERAL TERMS AND CONDITIONS DOH CONTRACT HSP28112-0 • Complete performance of such part of the work not terminated by the Contracting Officer; and,  • Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DOH has or may acquire an interest.