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System Access Fund Project Agreement Page 9 of 29 <br /> GA 0162-22 <br />10.3. Costs. Each Party will be responsible for its own costs, including legal fees, incurred in <br />negotiating or finalizing this Agreement, unless otherwise agreed in writing by the Parties. <br />If either Party brings any claim or lawsuit arising from this Agreement, each Party will pay <br />all its legal costs and attorney’s fees and expenses incurred in defending or bringing such <br />claim or lawsuit, including all appeals, in addition to any other recovery or award provided <br />by law; however, nothing in this paragraph will be construed to limit the Parties’ rights to <br />indemnification. <br />10.4. Public Records. Each Party shall be responsible for its own public records and public <br />records requests. <br />10.5. Notices. All notices required under this Agreement must be in writing and addressed to the <br />Designated Representative. All notices must be either: (i) delivered in person, (ii) deposited <br />postage prepaid in the certified mails of the United States, return receipt requested, (iii) <br />delivered by a nationally recognized overnight or same-day courier service that obtains <br />receipts, or (iv) delivered electronically to the other Party’s Designated Representative. <br />However, notice under Section 5, termination, must be delivered in person or by certified <br />mail, return receipt requested. <br />10.6. The parties may not unreasonably withhold requests for information, approvals or consents <br />provided for in this Agreement; provided, however, that approvals or consents required to <br />be given by vote of the Sound Transit Board or the City Council are recognized to be <br />legislative actions. The parties will take further actions and execute further documents, <br />either jointly or within their respective powers and authority, to implement the intent of this <br />Agreement. The City and Sound Transit will work cooperatively with each other to achieve <br />the mutually agreeable goals as set forth in this Agreement. <br />10.7. Time is of the essence in every provision of this Agreement. Unless otherwise set forth in <br />this Agreement, the reference to “days” shall mean calendar days unless otherwise noted. <br />Any reference to “working days” shall exclude any legal holidays and weekend days. If any <br />time for action occurs on a weekend or legal holiday, then the time period shall be extended <br />automatically to the next business day. <br />10.8. No joint venture or partnership is formed as a result of this Agreement. No employees, <br />agents or subcontractors of one Party shall be deemed, or represent themselves to be, <br />employees of any other Party. <br />10.9. This Agreement has been reviewed and revised by legal counsel for both Parties and no <br />presumption or rule that ambiguity shall be construed against the Party drafting the <br />document applies to the interpretation or enforcement of this Agreement. The Parties intend <br />this Agreement to be interpreted to the full extent authorized by applicable law. <br />10.10. This Agreement may be executed in several counterparts, each of which shall be deemed <br />an original, and all counterparts together shall constitute but one and the same instrument.