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C. The City has agreed to the release of the LID Provision as provided hereunder in <br /> exchange for the execution, delivery, and (as applicable)recording of the City-Trust Documents. <br /> II. AGREEMENT <br /> For good and valuable consideration,the receipt and sufficiency of which is <br /> acknowledged,the Parties agree as follows: <br /> A. Recitals Incorporated. The Parties acknowledge and agree that the foregoing <br /> recitals are incorporated in and made a part of this Release Agreement. <br /> B. Termination of LID Provision. By agreement of the City and EHA, the LID <br /> Assessment Provision is hereby terminated and released, and shall be of no further force or effect <br /> in any manner whatsoever. <br /> C. Release of EHA from LID Provision. The City hereby releases and forever <br /> discharges EHA from any and all obligations, liability, claims and demands whatsoever with <br /> respect to payment of that certain LID Provision as provided in the Deed. The parties hereto <br /> agree and acknowledge that as a result thereof, EHA shall have no ongoing obligation to make <br /> payment of, in whole or in part, that certain LID Provision following execution and delivery of <br /> this Agreement. <br /> D. City of Everett Rights. Notwithstanding anything to the contrary provided herein, <br /> the Parties hereto agree and acknowledge that in no event shall this Agreement constitute a <br /> waiver of the City's rights under the Trust-City Documents. <br /> E. Modification. This Agreement may not be modified, amended or terminated <br /> without the prior written approval of the City. No such termination, extension, modification or <br /> amendment shall be effective until a proper instrument in writing has been executed, <br /> acknowledged and recorded. <br /> F. Applicable Law; Enforcement. This Agreement shall be governed by the laws of <br /> the State of Washington. In the event of a breach of any of the conditions or agreements set forth <br /> in this Agreement, the parties shall be entitled to any and all remedies available at law or in <br /> equity. In the event it becomes necessary for any party to defend or institute legal proceedings as <br /> a result of the failure of either party to comply with the terms, agreements and/or conditions of <br /> this Agreement, the substantially prevailing party in such litigation shall be entitled to be <br /> reimbursed for all costs incurred or expended in connection with such legal proceedings, <br /> including, but not limited to, reasonable attorneys' fees (including appellate fees)and court costs. <br /> G. Captions. The captions and paragraph headings contained in this Agreement are <br /> for convenience and reference only and in no way define, describe, extend or limit the scope or <br /> intent of this Agreement, nor the intent of any provision hereof. <br /> H. Severability. If any one or more of the provisions contained in this Agreement <br /> shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, <br /> illegality or unenforceability shall not affect any other provision, and this Agreement shall be <br /> FG:53759634.5 <br />