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b. Place no further orders or sub-contracts for materials, services, supplies, equipment and/or <br /> facilities in relation to this Agreement except as may be necessary for completion of such <br /> portion of the 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 <br /> sub-contracts so terminated, in which case the DEPARTMENT has the right, at its discretion, to <br /> settle or pay any or all claims arising out of the termination of such orders and 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 <br /> DEPARTMENT may require, which approval or ratification shall be final for all the purposes of <br /> this clause; <br /> e. Transfer title to the DEPARTMENT and deliver in the manner, at the times, and to the extent <br /> directed by the DEPARTMENT any property which, if the Agreement had been completed, <br /> would have been required to be furnished to the DEPARTMENT; <br /> f. Complete performance of such part of the work as shall not have been terminated by the <br /> DEPARTMENT in compliance with all contractual requirements; and <br /> g. Take such action as may be necessary, or as the DEPARTMENT may require, for the protection <br /> and preservation of the property related to this Agreement which is in the possession of the <br /> SUBRECIPIENT and in which the DEPARTMENT has or may acquire an interest. <br /> A.37 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 <br /> identified in WAC 326-30-041. <br /> A.38 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 <br /> arising out of this Agreement shall be the Superior Court of Thurston County, Washington. The <br /> SUBRECIPIENT, by execution of this Agreement acknowledges the jurisdiction of the courts of the <br /> State of Washington. <br /> A.39 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 <br /> provision of the Agreement or to exercise any right based upon a breach thereof, or the acceptance of <br /> any performance during such breach, shall not constitute a waiver of any right under this Agreement. <br /> 15PDM Page 21 of 27 City of Everett Office of Emergency Management, E17-102 <br />