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H H-2O1 8-OO2-HopeSource Section 10.1 Permissible-Use Warranty.The Recipient warrants that its planned and actual uses of the Grant Award constitute permissible uses for homeless housing surcharge funds as established by RCW 36.22.179.This section shall survive termination of this Agreement. Section 10.2 Organizational-Status Warranty.The Recipient warrants that it is duly organized,existing and in good standing under the laws of the State of Washington. Section 10.3 Relationship of Parties.This Agreement,and the parties'and the Committee'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 Committee,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 shall not assign any of its rights or delegate any of its duties under this Agreement withoutthe prior express written consent of the County,which may be granted or refused in the County's sole discretion. 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 court of competent jurisdiction in Kittitas County.Each party hereby consents to the personal jurisdiction of the courts of the State of Washington,County of Kittitas.This section shall survive the termination of this Agreement. Section 10.7 Waiver.No term or condition of this Agreement shall be deemed waived unless such waiver is expressly agreed to in writing by the party granting the waiver.In addition,waiver of any breach of this Agreement shall not be deemed a waiver of any prior or subsequent breach. Section 10.8 Amendment.This Agreement can be amended only by a writing executed by the parties. Section 10.9 Entire Agreement.The parties acknowledge that this Agreement is the complete expression of their agreement regarding the subject matter of this Agreement. Any oral or written representations or understandings not incorporated into this Agreement are specifically excluded. Section 10.10 Headings.The headings in this Agreement are for convenience only and shall not be deemed to affect the meaning of its provisions. Section 10.11 Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,such invalidity shall not affect the validity of the Homeless Housing Grant Agreement Revised 11/2017 Page 8 of 10