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The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in <br />addition to any other rights and remedies provided by law. <br />After receipt of a notice of termination, and except as otherwise directed by the Department in writing, <br />the Subrecipient shall: <br />a. Stop work under the Agreement on the date, and to the extent specified, in the notice; <br />b. Place no further orders or contracts for materials, services, supplies, equipment and/or facilities <br />in relation to this Agreement except as may be necessary for completion of such portion of the <br />work under the Agreement as is not terminated; <br />c. Assign to the Department, in the manner, at the times, and to the extent directed by the <br />Department, all of the rights, title, and interest of the Subrecipient under the orders and contracts <br />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 finalfor allthe 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 />g 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 />MIN RITY AND WOMEN BUSINESS EN <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 use the state of Washington MWBE goals, as identified <br />in WAC 326-30-041. <br />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, by <br />execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington. <br />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 />A.35 <br />A.36 <br />A.37 <br />DHS-FEMA-HSGP.UASI-FY2 1 Page21 of57 SPD, E22-1'13 Revised