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2 <br />negotiation and preparation by and among the Parties and their respective attorneys. The Parties, therefore, expressly acknowledge and <br />agree that this Agreement shall not be deemed prepared or drafted by one Party or another, or its attorneys, and will be construed accordingly. <br />6.Use of this Agreement in Court. This Agreement may be pleaded as a full and complete defense to any action, suit, or other <br />proceeding that may be instituted, prosecuted or attempted for, upon, or in respect of any of the claims released hereby. The Parties agree <br />that any such proceeding would cause irreparable injury to the Party against whom it is brought and that any court of competent jurisdiction <br />may enter an injunction restraining prosecution thereof. The Parties further agree that this Agreement may be pleaded as necessary for <br />purpose of enforcing this Agreement in court. <br />7. Miscellaneous. This Agreement has been entered into in the State of California, and shall be governed by, construed and <br />enforced in accordance with the laws of the State of California. The Parties shall take all further steps and execute all additional documents <br />that may be reasonably required to effectuate the purposes of this Agreement. This Agreement constitutes the complete and final expression <br />of the entire and only understanding between the Parties relating to the subject matter of this Agreement and supersedes any prior written and <br />oral representations between the Parties. This Agreement may not be altered or amended except by a writing signed by all of the Parties to <br />this Agreement expressly stating that such modification is intended. If any portion or term of this Agreement is held unenforceable by a court of <br />competent jurisdiction, the remainder of this Agreement shall not be affected and shall remain fully in force and enforceable. The prevailing <br />Party in any action at law or in equity, including an action for declaratory relief, or any other legal proceeding, arising out of or related to this <br />Agreement shall be entitled to recover all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees, in addition <br />to any other relief to which that Party may be entitled. The Parties represent and warrant that they have not assigned, conveyed, or <br />transferred, or attempted or purported to assign, convey, or transfer, in any manner or degree whatsoever, to any person or entity, any rights, <br />claims or remedies against any of the other Parties, or any rights, claims or remedies released in this Agreement. Each Party represents and <br />warrants that it, he or she has the authority to enter into this Agreement, and that the individual executing the Agreement is authorized to do so <br />on behalf of the Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall <br />constitute one and the same instrument. Scanned or facsimile copies shall be deemed valid originals. <br />IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. <br />DATED: MERCHANT: <br />DATED: <br />By: <br />________________________ <br />Cassie Franklin <br />Mayor, City of Everett <br />Attest: _______________________ <br />Ashleigh Scott, Acting City Clerk <br />PAYPAL, INC. <br />By: <br />Its: <br />03/12/2025