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copying upon request. NWS expressly waives any claim or cause of action <br /> against the City arising out of such disclosure. <br /> ➢ NWS shall fully cooperate with and assist the City with respect to any <br /> request for public records received by the City and related to any public <br /> records generated, produced, created and/or possessed by NWS and <br /> related to this Agreement. Upon written demand by the City, NWS shall <br /> furnish the City with full and complete copies of any such records within <br /> ten business days. NWS's failure to timely provide such records upon <br /> demand shall be deemed a breach of this Agreement. To the extent that <br /> the City incurs any monetary penalties, attorneys' fees, and/or any other <br /> expenses as a result of such breach, NWS shall fully indemnify and hold <br /> harmless City therefor. <br /> For purposes of this section, the term "public records" shall have the same <br /> meaning as defined Chapter 42.56 RCW, as said chapter has been construed by <br /> Washington courts. The provisions of this subsection shall survive the expiration <br /> or termination of this Agreement. <br /> (m) Entire Agreement; Amendment. This Agreement, and its exhibits and <br /> attachments (all of which are incorporated into this Agreement) represents the <br /> entire agreement between the parties relating to the Ballfield Property and <br /> supersedes all other agreements and representations made prior hereto. No <br /> amendment hereof shall be binding on either party unless and until approved in <br /> writing by both parties, with the Mayor signing on behalf of the City and a <br /> representative of NWS signing on behalf of NWS. <br /> (n) Severability. If any provision of this Agreement or any application hereof shall be <br /> found to be invalid or unenforceable, for any reason, such provisions shall be <br /> enforceable to the maximum extent permitted by law and the remainder of this <br /> Agreement and any other application of such provision shall not be affected <br /> thereby. If this Agreement is invalidated deemed unenforceable in its entirety by <br /> a court of competent jurisdiction, such event will be deemed a termination for <br /> convenience under Section 5(b). <br /> (o) Choice of Law and Venue. This Agreement shall be administered and interpreted <br /> under the laws of the State of Washington. Exclusive venue for litigation arising <br /> from or relating to this Agreement shall be in Snohomish County, Washington. <br /> (p) Survivability. All clauses of this Agreement that require performance beyond the <br /> expiration of termination of the Agreement shall survive such termination or <br /> expiration. <br /> (q) Business Licenses. NWS agrees to obtain and/or maintain a City of Everett <br /> business license, if required by applicable law. NWS also agrees that its <br /> performance of this Agreement shall be conclusively deemed to have been <br /> performed in Everett and shall pay all applicable local, state, and federal taxes <br /> thereon. NWS agrees to register, obtain, and maintain any State of Washington <br /> 19 <br />