Environmental Defense Fund 4/5/2024

Agreement, even if said Party has been advised of the possibility of or could have foreseen such damages. 14. Modification This Grant Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be amended, modified or waived except by an instrument in writing signed by both parties. 15. Governing Law This Grant Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws principles under New York law. Each Party submits to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, N.Y. in any action or suit in connection with the Agreement. 16. Notices Any notices, requests, demands, and determinations under this Grant Agreement (other than routine operational communications) will be in writing, which must be by electronic communication, and, except for requests, must also be duly given by verifiable means either upon receipt via express, overnight or certified courier or mail with a reliable system for tracking delivery, delivery costs paid, sent to the address listed on the first page of this Grant Agreement, or if by email verification of “read receipt” opened by recipient. A Party may change its address or designee for notice purposes by giving the other Party prior written notice of the new address or designee and the date upon which it will become effective. EDF’s notice party shall be Lindsay Shigetomi, whose email address is lshigetomi@edf.org, and Grantee’s notice party shall be Amanda Koerber whose email address is akoerber@everettwa.gov. 17. Miscellaneous This Grant Agreement, along with any attachments, schedules and exhibits hereto, contains the sole and entire agreement and understanding of the parties with respect to the subject matter hereof, superseding all prior communications whether written or oral. This Grant Agreement shall be binding upon, inure to the benefit of, and may be enforced by, the parties to this Grant Agreement and their respective successors and permitted assigns. If any term or provision of this Grant Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and provisions shall not in any way be affected or impaired thereby and shall be valid and enforced to the fullest extent permitted by law. Grantee shall not assign this Grant Agreement without the prior written consent of EDF. This Grant Agreement may be executed in one or more counterparts, but all of which together shall constitute one and the same instrument. This Agreement may be executed by manual or facsimile signature, each of which shall be deemed an original. [Remainder of page intentionally left blank]