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2 <br /> <br />exclusive negotiation according to the terms of this Agreement. USL acknowledges that <br />the Everett City Council approval of any final agreement is required, which is at the City <br />Council’s complete discretion. <br />B. No Claims for Failure to Reach Final Agreement. Neither party to <br />this Agreement has any claim against the other party if the parties are unable to reach <br />final agreement or public-private partnership. For example, this means that any funds <br />spent by either party in anticipation of such final agreement or partnership are spent at <br />the sole risk of the spending party. <br />C. City Governmental Authority and Rights of the Public Reserved. <br />The City is a municipal corporation organized under the laws of the state of Washington. <br />Nothing in this Agreement shall be construed as waiving, abridging or otherwise limiting <br />the City of Everett’s regulatory authority, police power and/or legislative discretion, <br />which are hereby expressly reserved in full. This includes without limitation USL’s <br />acknowledgement that the City’s planning, parks, and building departments cannot <br />refuse because of this Agreement to issue permits or permissions to persons, and the <br />City cannot discriminate because of this Agreement between persons wishing to rent or <br />otherwise use City property, such as City athletic fields. Further, the rights of the public <br />to petition or otherwise communicate with elected officials are reserved in full. <br />D. Project/Procurement Laws. This Agreement does not affect the <br />City’s right to design and construct the Project according to plans and specifications and <br />timelines that the City deems in the City’s best interest. This Agreement is subject to <br />any state or federal procurement laws that may be applicable to the Project. <br />4. Termination of Agreement. This Agreement automatically terminates <br />upon expiration of the Negotiation Period. Either Party may terminate this Agreement <br />prior to the end of the Negotiation Period upon a material breach by the other party <br />that remains uncured for five (5) days after receipt of notice thereof. <br />5. Acknowledgement of Washington State Transparency Laws. USL <br />acknowledges: (A) the City is a Washington municipal corporation subject to the <br />Washington Public Records Act (chapter 42.56 RCW) and the Washington Open Public <br />Meetings Act (chapter 42.30 RCW) and other statutes regarding transparency; and (B) <br />this Agreement and any other contract regarding the Project is subject to public <br />disclosure and will be posted with other City contracts at the City’s public records center <br />at https://www.everettwa.gov/1785/Digital-Records-Center. <br />6. General Provisions. This Agreement is governed by the law of State of <br />Washington. Exclusive venue for disputes is Snohomish County Superior Court or the <br />United States District Court for the Western District of Washington. No provision of this <br />Agreement shall be construed against any party by reason that such party drafted the <br />provision. No modification to this Agreement shall be made except by a written <br />amendment executed by the Mayor of the City and by an authorized signer for USL. <br />Signatures with AdobeSign are fully binding. <br />