S GRANT - US Soccer Foundation grant for west Ten Soccer Center

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15. Grant Not Assignable: The Grant herein made is intended solely for Grantee and for the Grant Project described in the grant application. No benefit of the Grant may be delegated, assigned or otherwise transferred without the advance, written consent of the Foundation, which consent shall be in the sole and absolute discretion of the Foundation. 16. Foundation's Reservation of Rights: The Foundation reserves the right to demand the immediate return of any unused portion of the Grant and to terminate its obligations under this Agreement should it determine, in its sole discretion, that Grantee has not satisfied the terms and conditions of this Agreement or that Grantee has not satisfied state or federal law in connection with the Grant Project. 17. Applicable Law; Jurisdiction: This Agreement, except as otherwise provided herein, shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to principles of conflict of laws. Each party agrees that any action or proceeding with respect to this Agreement may only be brought in a federal or state court situated in the District of Columbia, and by execution and delivery of this Agreement, such party irrevocably consents to jurisdiction and venue in each such court. 18. Attorneys' Fees: Grantee agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by the Foundation in connection with any litigation concerning this Agreement should the Foundation prevail against Grantee in such. 19. Proper Authority: Each of the parties hereto and their officers represent and warrant that they are authorized to enter into this Agreement and execute the same without further authority. 20. Absence of Warranties: THE FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES HEREUNDER OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE RELATING TO THE GRANT, THE GRANT PROJECT OR THE PERFORMANCE BY THIRD PARTIES OF ANY SERVICES. IN NO EVENT WILL THE FOUNDATION BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR PERFORMANCE OF THE OBLIGATIONS HEREUNDER. 21. Indemnification: Grantee agrees, to the extend permitted by North Carolina law, to indemnify, defend and hold harmless the Foundation and its officers, directors, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, insurers and assigns from and against any and all third party claims, demands, losses, damages, liabilities, costs and expenses (including reasonable legal/attorneys' fees and expenses arising out of or related to any legal proceeding and any legal appeal) related to the Grant, the Grant Project or this Agreement and -5-