Grant Administration Agreement between KCHN and KCPHD

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0 0 10 provisions of this Contract for any remedy, shall not exclude any other remedy. Manager and Contractor execute this Contract solely as parties in a contractual agreement. No partnership, joint venture or joint undertaking shall be construed from these presents, and no third party may rely upon any provision of this Contract for its direct benefit except as provided herein. This Contract is deemed entered into in the Washington County in which Manager's office is situated and shall be governed under the laws of the State of Washington. The parties hereto understand and agree that they each have a duty to act in good faith on each and every term and condition of this Contract. Every duty and every act which must be performed under this Contract imposes an obligation of good faith in its performance or enforcement unless discretion is otherwise allocated to one of the parties hereto. The parties agree that this Contract is the entire agreement between the parties, that all preceding and contemporaneous oral and written statements, representations and warranties, whether consistent or inconsistent herewith, are agreed to be of no force and effect unless expressly stated herein. In that regard, Manager and Contractor stipulate that each and every provision of this Contract has been fairly bargained for, that the execution of this Contract memorializes the intent of Manager and Contractor after thoughtful consideration of all risks and knowingly and voluntarily assumed such risks. This Contract shall only be supplemented or modified in a signed writing by Manager and Contractor. Manager and Contractor warrant that no commissioned merchant, broker, agent, consultant, or similar person or entity has assisted in procuring this Contract and that no broker or agent is entitled to any commissions or fees. All exhibits, attachments and schedules are hereby incorporated herein by this reference as if fully set forth herein. The parties agree that their signatures that are remitted electronically to each other shall, when accumulated, operate as originals. This Contract may be executed in counterparts. Public Disclosure: Manager acknowledges that the Contractor may be required to disclose records that are subject to the Public Records Act. Disputes: Differences between the Contractor and the Manager, arising under and by virtue of the Agreement Documents shall be brought to the attention of the Manager at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Manager shall be final and conclusive. Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Manager, or (2) the happening of any event or occurrence, unless the Contractor has given the Manager a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the Manager. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional.