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4 <br />6.Governing Law. This Agreement will be construed and enforced in accordance <br />with the laws of the State of Washington. <br />7.Binding Effect. This Agreement will be binding on and inure to the benefit of the <br />parties and their respective heirs, successors, and assigns. This right of first refusal is personal <br />to the City, and the City may not assign or otherwise transfer the City’s rights under this <br />Agreement without the prior written consent of Owner. <br />8.Headings. The captions and headings used in this Agreement are for reference <br />only and will not be construed to define or limit the scope or content of this Agreement. <br />9.Recording. Owner agrees to join the City in executing a memorandum of this <br />Agreement pursuant to the form attached as Exhibit B hereto, to be filed for record in the <br />official records of Snohomish County, Washington, to give notice to the public of the rights of <br />the City under this Agreement. The City will pay the cost of recording the memorandum. The <br />memorandum must note the End Date, and the City will join in executing a termination <br />agreement when this Agreement has expired or terminated, failing which, Owner may execute <br />the termination agreement on behalf of the City. <br />10.Entire Agreement. This Agreement contains the final and entire understanding <br />between Owner and the City with respect to its subject matter and is intended to be an <br />integration of all prior negotiations and understandings. Owner and the City will not be bound <br />by any terms, conditions, statements, warranties, or representations not contained in this <br />Agreement. No change or modification of this Agreement will be valid unless it is in writing and <br />is signed by both Owner and City. <br />11.Waiver. A failure by Owner or the City to enforce any right under this Agreement <br />will not be deemed to be a waiver of that right or of any other right. <br />12.Attorney Fees. If litigation is instituted with respect to this Agreement, including <br />any litigation undertaken in the context of bankruptcy proceedings, the prevailing party will be <br />entitled to recover from the losing party, in addition to all other sums and allowable costs, its <br />reasonable attorney fees, both in preparation for and at trial and any appeal or review, such <br />amount to be set by the court that hears the matter. <br />13.Real Estate Commission. Owner and the City each agree to pay any commission <br />or finder’s fees that may be due on account of this transaction to any broker or finder <br />employed by it and to indemnify the other against any claims for commissions or fees asserted <br />by any broker claiming by, through, or under the indemnifying party. <br />14.Counterparts/Electronic Signatures. This Agreement may be executed in one or <br />more counterparts, all of which will be considered one and the same agreement and will be <br />effective when one or more counterparts have been signed and delivered by Owner and the <br />City. Both parties agree that electronic signatures (such as AdobeSign) shall be considered <br />equivalent to handwritten signatures executed on paper. Scanned copies of a signature will be <br />considered the same as a handwritten signature and shall have the effect of binding either <br />party. <br />15.Time Is of the Essence. Time is of the essence regarding this Agreement.