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7 <br />After receipt of a notice of termination, and except as otherwise directed by the County <br />in writing, the Subgrantee shall: <br />a. Stop work under the Grant Agreement on the date, and to the extent specified, in <br />the notice; <br />b. Place no further orders or sub -contracts for materials, services, supplies, <br />equipment and/or facilities in relation to this Grant Agreement except as may be <br />necessary for completion of such portion of the work under the Grant Agreement <br />as is not terminated; <br />c. Assign to the County, in the manner, at the times, and to the extent directed by <br />the County, all of the rights, title, and interest of the Subgrantee under the orders <br />and sub -contracts so terminated, in which case the County has the right, at its <br />discretion, to settle or pay any or all claims arising out of the termination of such <br />orders and sub -contracts; <br />d. Settle all outstanding liabilities and all claims arising out of such termination of <br />orders and sub -contracts, with the approval or ratification of the County to the <br />extent the County may require, which approval or ratification shall be final for all <br />the purposes of this clause; <br />e. Transfer title to the County and deliver in the manner, at the times, and to the <br />extent directed by the County any property which, if the Grant Agreement had <br />been completed, would have been required to be furnished to the County; <br />f. Complete performance of such part of the work as shall not have been <br />terminated by the County in compliance with all contractual requirements; and <br />g. Take such action as may be necessary, or as the County may require, for the <br />protection and preservation of the property related to this Grant Agreement which <br />is in the possession of the Subgrantee and in which the County has or may <br />acquire an interest. <br />A.34 TRAVEL AND SUBSISTENCE REIMBURSEMENT <br />Unless the Grant Agreement specifically provides for different rates, any travel or <br />subsistence reimbursement allowed under the Grant Agreement shall be paid in <br />accordance with rates set pursuant to RCW 43.03.050 and RCW 43.03.060 as now <br />existing or amended. The Subgrantee may be required to provide to the County copies <br />of receipts for any travel related expenses other than meals and mileage (example: <br />parking) that are authorized under this Grant Agreement. <br />A.35 UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) <br />The Subgrantee is encouraged to utilize business firms that are certified as minority - <br />owned and/or women -owned in carrying out the purposes of this Grant Agreement. The <br />Subgrantee may set utilization standards, based upon local conditions or may utilize the <br />state of Washington MWBE goals, as identified in WAC 326-30-041. <br />A.36 WAIVERS <br />No conditions or provisions of this Grant Agreement can be waived unless approved in <br />advance by the County in writing. The County's failure to insist upon strict performance <br />of any provision of the Grant Agreement or to exercise any right based upon a breach <br />thereof, or the acceptance of any performance during such breach, shall not constitute a <br />waiver of any right under this Grant Agreement. <br />A.37 VENUE <br />This Grant Agreement shall be construed and enforced in accordance with, and the <br />validity and performance shall be governed by the laws of the state of Washington. <br />Venue of any suit between the parties arising out of this Grant Agreement shall be the <br />Superior Court of Snohomish County, Washington. The Subgrantee, by execution of <br />this Grant Agreement acknowledges the jurisdiction of the courts of the State of <br />Washington. <br />SHSP-FFY 12 <br />Page 19 of 25 E13-152 — Everett -DEM <br />58 <br />