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13.2 Termination by the City. The City may terminate this Agreement at any time, with or <br />without cause, upon not less than thirty (30) days advance written notice to the County. The <br />termination notice shall specify the date on which the Agreement shall terminate, the grounds <br />for termination, and the specific plans for accommodating the affected participants. <br />13.3 Lack of Funding. This Agreement is contingent upon governmental funding and local <br />legislative appropriations. In the event that funding from any source is withdrawn, reduced, <br />limited, or not appropriated after the effective date of this Agreement, this Agreement may be <br />terminated by the County immediately by delivering written notice to the City. The termination <br />notice shall specify the date on which the Agreement shall terminate. <br />14. Notices. All notices required to be given by any party to the other party under this Agreement <br />shall be in writing and shall be delivered either in person, by United States mail, or by electronic mail <br />(email) to the applicable Administrator or the Administrator's designee. Notice delivered in person shall <br />be deemed given when accepted by the recipient. Notice by United States mail shall be deemed given as <br />of the date the same is deposited in the United States mail, postage prepaid, and addressed to the <br />Administrator, or their designee, at the addresses set forth in Section 3 of this Agreement. Notice <br />delivered by email shall be deemed given as of the date and time received by the recipient. <br />15. Miscellaneous. <br />15.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement <br />between the parties regarding the subject matter hereof, and supersedes any and all prior oral <br />or written agreements between the parties regarding the subject matter contained herein. This <br />Agreement may not be modified or amended in any manner except by a written document <br />executed with the same formalities as required for this Agreement and signed by the party <br />against whom such modification is sought to be enforced. <br />15.2 Conflicts between Attachments and Text. Should any conflicts exist between any <br />attached exhibit or schedule and the text or main body of this Agreement, the text or main body <br />of this Agreement shall prevail. <br />15.3 Governing Law and Venue. This Agreement shall be governed by and enforced in <br />accordance with the laws of the State of Washington. The venue of any action arising out of this <br />Agreement shall be in the Superior Court of the State of Washington, in and for Snohomish <br />County. In the event that a lawsuit is instituted to enforce any provision of this Agreement, the <br />prevailing party shall be entitled to recover all costs of such a lawsuit, including reasonable <br />attorney's fees. <br />15.4 Interpretation. This Agreement and each of the terms and provisions of it are deemed <br />to have been explicitly negotiated by the parties, and the language in all parts of this Agreement <br />shall, in all cases, be construed according to its fair meaning and not strictly for or against either <br />of the parties hereto. The captions and headings in this Agreement are used only for <br />convenience and are not intended to affect the interpretation of the provisions of this <br />Agreement. This Agreement shall be construed so that wherever applicable the use of the <br />singular number shall include the plural number, and vice versa, and the use of any gender shall <br />be applicable to all genders. <br />15.5 Severability. If any provision of this Agreement or the application thereof to any person <br />or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the <br />Diversion Center Agreement <br />City of Everett <br />IGA-2022-03 <br />Page 5 of 7 <br />