Snohomish County PUD 10/29/2021 - Laserfiche WebLink

11. Termination of Agreement/Termination of Grant Agreement. 11.1 Termination for Default. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party in the event that said other Party is in material default and fails to cure such material default within that thirty(30) day period,which period is subject to Section 6 above and which period shall be extended so long as the defaulting party is diligently and continuously working to cure the alleged default. The notice of termination shall state the reasons therefor and the effective date of the termination. 11.2 Grant Agreement Termination/Reduction. The Parties acknowledge that the City will incur expenses in reliance on reimbursement from the District from the Grant Agreement. The District shall not terminate or suffer the Grant Agreement to terminate or the Grant amount to reduce unless (1) such termination or reduction is caused by City default under this Agreement or (2)the City has provided its written prior consent for such termination or reduction,which consent will not be unreasonably withheld. 12. Miscellaneous 12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any and all prior oral or written agreements between the Parties regarding the subject matter contained herein. 12.2 Amendment. Any amendment to this Agreement shall be specifically identified by separate written addendum agreed to by the Parties' Administrators identified in Section 1.5 of this Agreement. 12.3 Governing Law and Venue. This Agreement shall be governed by and enforced in accordance with the laws of the State of Washington. The venue of any action arising out of this Agreement shall be in the Superior Court of the state of Washington in and for Snohomish County. 12.4 Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the Parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the Parties hereto. The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number, and vice versa, and the use of any gender shall be applicable to all genders. Severability. If anyprovision of this Agreement or the application Y g thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect, to the extent permitted by law. 7