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HH-2023.002-KVMA-CWS facilities-to the extent that such circumstance makes it illegal, impossible, or economically. impracticable for the parties to complete the duties and mutual obligations agreed upon and imposed upon them herein. The ability to terminate this Agreement without liability pursuant. to this paragraph is conditioned upon delivery of written notice from one party to the other within 10 days of such occuffence or upon delivery of written notice from one party to the other within 24 hours of the receipt of notice of the prediction of any of the above occunences. To the extent feasible within the constraints imposed by any event of the type described above, the parties agree that if the triggering event is of apparently or likely transitory effect, the parties may negotiate such amendments to the agreement that are mutually satisfactory. and not otherwise contrary to law, including but not limited to a change in the dates for completion of any portion orthe entirety of this agreement. ARTICLE X - MISCELLAI\EOUS 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 Warrantv. 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 without the prior express rvritten 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 ofthe 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 ofthe courts ofthe 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 Homeless Housing Grant Agreement Revised 9/1312023 Page 8 of l0