Spurling Place Agreement 12-4-18 Agenda

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HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 5 of 8 Section 8.2 Compliance with Laws. The Recipient and its officials, officers, employees, agents and subcontractors shall comply with all applicable feder al, state and local laws, regulations, rules and policies . The County, the HAHC and the BOCC shall have no obligation to ensure such compliance. ARTICLE IX — TERMINATION Section 9.1 Termination for Loss of Funding. The County shall have the right to terminate this Agreement at any time after providing written notice consistent with sections 5.2 and 5.3 of this agreement if the funds relied upon for the Grant Award are terminated, suspended or otherwise lost or impaired in whole or in part. Section 9.2 Termination for Default. If either party defaults in its performance under this Agreement, the non-defaulting party may give the defaulting party written notice that it has 30 days in which to cure the default. If the default is not cured within 30 days of notice, the non- defaulting party may terminate the contract. In the event of such a termination, the non- defaulting party shall have all rights and remedies available to it under law. ARTICLE X — MISCELLANEOUS Section 10.1 Permissible-Use Warranty. The Recipient warrants that its planned and actual uses of the Grant Award constitute permissible uses for affordable housing surcharge funds pursuant to the applicable provisions of RCW 36.22.178 and homeless housing surcharge funds pursuant to RCW 36.22.179/.1791. This section shall survive termination of this Agreement. Section 10.2 Organizational-Status Warranty. The Recipient warrants that it is duly organized and existing under the laws of the State of Washington. Section 10.3 Relationship of Parties. This Agreement, and the parties' and the HAHC’s and the County’s activities under it, shall not be construed as creating any kind of partnership or joint venture, nor shall it be construed as creating any kind of independent contractor, agency or employment relationship between the parties, the HAHC, or the County. Section 10.4 No Third-Party Rights. This Agreement is entered into by the parties solely for their own benefit and it creates or grants no rights of any kind in any other party. Section 10.5 Assignment. The Recipient may assign its rights and delegate its duties under this Agreement to the Partnership, provided that the repayment obligations under Section shall remain the obligation of the Recipient. Section 10.6 Choice of Law; Venue; Jurisdiction. This Agreement shall be governed by the laws of the State of Washington. In the event of a legal proceeding, venue shall be only in a