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so terminated, in which case the Department has the right, at its discretion, to settle or pay any <br />or all claims arising out of the termination of such orders and contracts; <br />d. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />contracts, with the approval or ratification of the Department to the extent the Department may <br />require, which approval or ratification shall be final for all the purposes of this clause; <br />e. Transfer title to the Department and deliver in the manner at the times, and to the extent directed <br />by the Department any property which if the Agreement had been completed would have been <br />required to be furnished to the Department; <br />f. Complete performance of such part of the work as shall not have been terminated by the <br />Department in compliance with all contractual requirements and <br />Take such action as may be necessary, or as the Department may require, for the protection and <br />preservation of the property related to this Agreement which is in the possession of the <br />Subrecipient and in which the Department has or may acquire an interest. <br />A.34 UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) <br />The Subrecipient is encouraged to utilize business firms that are certified as minority -owned and/or <br />women -owned in carrying out the purposes of this Agreement. The Subrecipient may set utilization <br />standards, based upon local conditions or may utilize the state of Washington MWBE goals, as identified <br />in WAC 326-30-041. <br />A.35 VENUE <br />This Agreement shall be construed and enforced in accordance with, and the validity and performance <br />shall be governed by the laws of the state of Washington Venue of any suit between the parties arising <br />out of this Agreement shall be the Superior Court of Thurston County, Washington. The Subrecipient <br />by execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington. <br />A.36 WAIVERS <br />No conditions or provisions of this Agreement can be waived unless approved in advance by the <br />Department in writing. The Department s failure to insist upon strict performance of any provision of the <br />Agreement or to exercise any right based upon a breach thereof or the acceptance of any performance <br />during such breach, shall not constitute a waiver of any right under this Agreement. <br />g. <br />DHS-FEMA-EMPG-FY20 <br />Page 20 of 36 City of Everett OEM, E21-161 <br />