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valid, and binding obligation of Subrecipient enforceable in accordance with its terms. <br />9.4 Subrecipient has the skill and knowledge possessed by well-informed members of the industry, <br />trade or profession most closely involved in providing the services under this Agreement, and <br />Subrecipient will apply that skill and knowledge with care and diligence to perform its obligations <br />under this Agreement in a professional manner and in accordance with the highest standards <br />prevalent in the related industry, trade, or profession; and <br />9.5 Subrecipient shall, at all times during the term of this Agreement, be qualified, professionally <br />competent, and duly licensed to perform its obligations under this Agreement. The representations <br />and warranties set forth in this Section 6- Representation and Warranties are in addition to, and <br />not in lieu of, any other representations or warranties provided by Subrecipient. <br />SECTION 10: GOVERNING LAW AND CONSENT TO JURISDICTION <br />This Agreement shall be governed by and construed in accordance with the laws of the State of <br />Washington without regard to principles of conflicts of law. Any claim, action, suit or proceeding <br />(collectively "Claim") between MLE or any other agency or department of the State of Washington, <br />or both, and Subrecipient that arises from or relates to this Agreement shall be brought and <br />conducted solely and exclusively within the Superior Court for Thurston County, State of <br />Washington; provided, however, if a Claim MUST be brought in a federal forum, then it shall be <br />brought and conducted solely and exclusively within the United States District Court for the Western <br />District of Washington. In no event shall this Section 10 — Governing Law and Consent to <br />Jurisdiction be construed as a waiver by the State of Washington of any form of defense or <br />immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh <br />amendment to the Constitution of the United States or otherwise, to or from any Claim or from the <br />jurisdiction of any court. SUBRECIPIENT, BY EXECUTION OF THIS AGREEMENT, HEREBY <br />CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. <br />SECTION 11: EQUIPMENT: OWNERSHIP, MAINTENANCE, USEFUL LIFE & DISPOSAL <br />11.1 Ownership Of Equipment. Except as otherwise provided herein, Subrecipient shall retain <br />ownership of equipment purchased pursuant to the terms of the grant. Subrecipient may not, <br />during the term of the grant, transfer or convey its ownership interest in the equipment. <br />Subrecipient shall not at any time during the term of the grant convert any facility equipment which <br />was acquired pursuant to the grant to a use other than those for which the assistance was originally <br />approved. <br />Equipment purchased with Recreational Boating Safety Act funds shall be used only for <br />the purpose for which it was purchased and no other purpose, whether or not the <br />Subrecipient continues to be supported by Recreational Boating Safety Act grant funds. <br />Observed/reported incidents of unauthorized use of MLE equipment shall be addressed by the <br />following: <br />1) Any observed/reported incident of unauthorized use of MLE funded vessels will be <br />followed-up by MLE communication with the Subrecipient. MLE may conduct site visits or <br />contact area boaters for supplemental information as necessary. <br />MLE 123-343 Subrecipient Agreement -Boating Program (Patrol Vessel Replacement Grant) Page 10 of 33 <br />