Snohomish County Port of Everett 9/19/2019

6.1 This Agreement may not be terminated by any party unless the Grant does not get awarded to fund the Project. If the Grant is not awarded by the RCO, or if the bids for construction of the Project exceed$939,084(which is the budget plus the contingency maximum amount),the Project will not proceed and this Agreement will automatically terminate. If the Grant is funded and the Port enters into a grant contract for this Project, this Agreement is valid for the duration of the use of the Grant funded facilities constructed as required by the Grant contract and regulations related thereto. SECTION 7. GENERAL INTERLOCAL AGREEMENT PROVISIONS 7.1 The parties will not form a separate entity to carry out the purposes of the Agreement. The Port shall be the administrator of the interlocal cooperative undertaking with authority, including but not limited to,undertaking Project planning, design, engineering,permitting, construction and ongoing maintenance and stewardship activities for the Project. The Port shall periodically report to the County and the City on mutually acceptable intervals and provide reasonable documentation so that the County and the City are informed. The Port will also respond to inquiries made by the County and/or the City about the interlocal cooperative undertaking. 7.2 Property that is acquired as a result of the Agreement will be held in the name of all three Parties unless it is determined and agreed by all three Parties that it should be held in the name of one or two of the Parties. If property is disposed of, it will be accomplished consistent with the grant contract or grant regulations or the agreement of the Parties. SECTION S. DISPUTE RESOLUTION 8.1 In the event of any dispute or difference arising by reason of this Agreement or provision or term thereof or the use of and/or payment for any facility or resource for the purpose of this Agreement, the dispute or difference shall be resolved jointly by the City Mayor, the County Executive, and the Port Executive Director, or their respective designee(s). Such decision shall be arrived at as expeditiously as possible.In the event it is not resolved after the Parties have discussed the issues and attempted to resolve the matters for a period of twenty(20) days, then agreed upon binding arbitration will be the next step to resolve the matter(s). SECTION 9.THIRD PARTY BENEFICIARIES 9.1 There are not third-party beneficiaries to this Agreement, and this Agreement shall not be interpreted to create such rights. SECTION 10. INTEGRATED AGREEMENT/AMENDMENT 10.1 This Agreement constitutes the entire agreement of the Parties, and may be amended at any time in writing by mutual agreement. SECTION 11. GENERAL PROVISIONS 11.1 This Agreement shall be effective upon the last of the authorized signatures of the Parties' representatives. 5 BNC\03221\0065\O 1021319.v