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2 <br /> principles of conflict of laws,govern all matters arising out of or relating to this Settlement <br /> Agreement. <br /> B. Venue. The parties shall bring any litigation arising out of or relating to this <br /> Settlement Agreement only before the Snohomish County Superior Court. <br /> C. Complete Agreement. This Settlement Agreement constitutes the entire <br /> agreement of the parties relating to the subject matter of this Settlement Agreement. This <br /> Settlement Agreement supersedes and replaces all other written or oral agreements thereto. <br /> D. Amendment. No amendment to this Settlement Agreement will be effective <br /> unless it is in writing and signed by the Mayor of the City and an authorized representative of <br /> Golden Eagle. <br /> E. Waiver. No waiver of satisfaction of any condition or nonperformance of an <br /> obligation under this Settlement Agreement will be effective unless it is in writing and signed by <br /> the party granting the waiver,and no such waiver will constitute a waiver of satisfaction of any <br /> other condition or nonperformance of any other obligation. <br /> F. Attorneys Fees and Costs. The prevailing party in any action brought to enforce <br /> any obligations under this Settlement Agreement shall be entitled to recover from the non- <br /> prevailing party or parties an amount equal to the reasonable attorneys fees and costs incurred by <br /> the prevailing party,including without limitation any costs incurred on appeal or in any <br /> bankruptcy proceeding. <br /> G. Captions. The titles of sections are for convenience only and do not define or <br /> limit the contents. <br /> H. Negotiated Agreement. The parties acknowledge that this is a negotiated <br /> Settlement Agreement,that they have had the opportunity to have this Settlement <br /> Agreement reviewed by their respective legal counsel,and that the Settlement Agreement <br /> is not to be construed against any party on the basis of which party drafted the Settlement <br /> Agreement. <br /> I, No Admission. This Agreement is in compromise of a dispute,and it is not <br /> an admission of liability on the part of the City or Golden Eagle. The City and Golden <br /> Eagle specifically deny any liability. The purpose of this Agreement is solely to avoid the <br /> cost and undesirable effects of litigation. <br /> IN WITNESS WHEREOF,the City and Golden Eagle have executed this Settlement Agreement <br /> as of the date first above written. <br /> Page 2 <br /> 5 <br />