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SECTION 10: REPRESENTATIONS AND WARRANTIES <br />Subrecipient represents and warrants to MLE that: <br />10.1 Subrecipient is a law enforcement agency, duly organized and validly existing. <br />Subrecipient has the power and authority to enter into and perform this Agreement. <br />10.2 The making and performance by Subrecipient of this Agreement (a) have been duly <br />authorized by Subrecipient, (b) do not and will not violate any provision of any applicable <br />law, rule, regulation, or order of any court, regulatory commission, board, or other <br />administrative agency or any provision of Subrecipient's charter or other organizational <br />document and (c) do not and will not result in the breach of, or constitute a default or require <br />any consent under any other agreement or instrument to which Subrecipient is party or by <br />which Subrecipient may be bound or affected. No authorization, consent, license, approval <br />of, or filing or registration with or notification to any governmental body or regulatory or <br />supervisory authority is required for the execution, delivery, or performance by Subrecipient <br />of this Agreement, other than those that have already been obtained. <br />10.3 This Agreement has been duly executed and delivered by Subrecipient and constitutes a <br />legal, valid, and binding obligation of Subrecipient enforceable in accordance with its terms. <br />10.4 Subrecipient has the skill and knowledge possessed by well-informed members of the <br />industry, trade or profession most closely involved in providing the services under this <br />Agreement, and Subrecipient will apply that skill and knowledge with care and diligence to <br />perform its obligations under this Agreement in a professional manner and in accordance <br />with the highest standards prevalent in the related industry, trade, or profession; and <br />10.5 Subrecipient shall, at all times during the term of this Agreement, be qualified, <br />professionally competent, and duly licensed to perform its obligations under this <br />Agreement. The representations and warranties set forth in this Section 10- Representation <br />and Warranties are in addition to, and not in lieu of, any other representations or warranties <br />provided by Subrecipient. <br />SECTION 11: GOVERNING LAW AND CONSENT TO JURISDICTION <br />This Agreement shall be governed by and construed in accordance with the laws of the State <br />of Washington without regard to principles of conflicts of law. Any claim, action, suit or <br />proceeding (collectively "Claim") between MLE or any other agency or department of the State <br />of Washington, or both, and Subrecipient that arises from or relates to this Agreement shall be <br />brought and conducted solely and exclusively within the Superior Court for Thurston County, <br />State of Washington; provided, however, if a Claim MUST be brought in a federal forum, then <br />it shall be brought and conducted solely and exclusively within the United States District Court <br />for the Western District of Washington. In no event shall this Section 11— Governing Law and <br />Consent to Jurisdiction be construed as a waiver by the State of Washington of any form of <br />defense or immunity, whether sovereign immunity, governmental immunity, immunity based on <br />the eleventh amendment to the Constitution of the United States or otherwise, to or from any <br />Claim or from the jurisdiction of any court. SUBRECIPIENT, BY EXECUTION OF THIS <br />AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID <br />COURTS. <br />MLE 123-401 Subrecipient Agreement - Boating Program (FFA Grant Award) Page 11 of 35 <br />