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The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law. After receipt of a notice of termination, and except as othenrvise directed by the Department in writing, the Subrecipient shall: a. Stop work under the Agreement on the date, and to the extent specified, in the notice;b. Place no further orders or contracts for materials, services, supplies, equipment and/or facilities in relation to this Agreement except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; c. Assign to the Department, in the manner, at the times, and to the extent directed by the Department, all of the rights, title, and interest of the Subrecipient under the orders and coniracts so terminated, in which case 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 contracts; d. Settle all outstanding liabilities and all claims arising out of such termination of orders and contracts, with the approval or ratification of the Department to the extent the Department may require, which approval or ratification shall be final for all the purposes of this clause;e. Transfer title to the Department and deliver in the manner, at the times, and to the extent directed by the Department any property which, if the Agreement had been completed, would have been required to be furnished to the Department; f. Complete performance of such part of the work as shall not have been terminated by the Department in compliance with allcontractual requirements; andg. Take such action as may be necessary, or as the Department may require, for the protection and preservation of the property related to this Agreement which is in the possession of the Subrecipient and in which the Department has or may acquire an interest. u,TrLr,r4noN oF MtNoR The Subrecipient is encouraged to utilize business firms that are certified as minority-owned and/or women-owned in carrying out the purposes of this Agreement. The Subrecipient may set utilization gtqdalde based upon local conditions or may use the state of Washington wlWae goals, as identified in WAC 326-30-041. VENUE This Agreement shall be construed and enforced in accordance with, and the validity and performance shall begoverned by, the laws of the state of Washington. Venue of any suit betweeritne pirties arising out of this Agreement shall be the Superior Court of Thurston County, Washington. The Subrecipient, b! execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington. WAIVERS No conditions or provisions of this Agreement can be waived unless approved in advance by the Department in writing. The Department's failure to insist upon strict performance of any provision of the Agreement or to exercise any right based upon a breach thereof, or the acceptance of -any performance during such breach, shall not constitute a waiver of any right under this Agreement. 4.35 A.36 4.37 DHS-FEMA-HSGP.SHSP-FY2 1 Page 21 ot 42 Kittitas County, E22-131