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4. Expiration of Agreement/Automatic Renewal. The initial term of this <br /> Agreement expires on December 31,2019. After the initial term,this Agreement will <br /> automatically continue to extend for one-year extension terms,unless one party gives a <br /> non-renewal notice at least ninety(90)days before the end of an extension term. <br /> 5. Termination. This Agreement terminates: (i)ninety(90) days after either <br /> party delivers written termination notice to the other party or(ii)the Ordinance is <br /> repealed. After termination,neither the District nor the City on behalf of the District <br /> may retain unexpended or unencumbered school impact fees or interest earned on <br /> those fees. <br /> 6. Indemnification. To the maximum extent permitted by law,the District <br /> shall defend,indemnify, and hold harmless the City and all of its officers, employees, and <br /> agents from all claims, demands,suits,actions, losses, and liability of any kind,to the . <br /> extent arising from or relating to (a)breach of this Agreement by the District or its agents <br /> or contractors, (b)the negligence or willful misconduct of the District or its agents or <br /> contractors in the performance of this Agreement, (c)any legal expenses or staff time <br /> associated with the defense of the Ordinance against District-specific challenges, (d)and <br /> payment of any refunds provided under the Ordinance. The District agrees that its <br /> obligations under this Section 7 extend to any claim, demand, or cause of action brought <br /> by, or on behalf of, any of its employees or agents,and for that purpose the District <br /> specifically waive,with respect to each other only, any immunity under RCW Title 51. <br /> 7. General Provisions. <br /> a. Administration. Each party to this Agreement shall serve as an <br /> administrator of this Agreement for the purposes of compliance with RCW 39.34.030 for <br /> each party's respective actions in performance of this Agreement. <br /> b. Governing Law. The laws of the State of Washington, without <br /> giving effect to principles of conflict of laws, govern all matters arising out of or relating <br /> to this Agreement. <br /> c. Venue. The parties shall bring any litigation arising out of or <br /> relating to this Agreement only before the Snohomish County Superior Court. <br /> d. Complete Agreement. This Agreement constitutes the entire <br /> agreement of the parties relating to the subject matter of this Agreement. This <br /> Agreement supersedes and replaces all other written or oral agreements thereto. <br /> e. Amendment. No amendment to this Agreement will be effective <br /> unless in writing and signed by the Mayor of the City and by the authorized <br /> representatives of the District. <br /> f. Waiver. No waiver of satisfaction of any condition or <br /> nonperformance of an obligation under this Agreement will be effective unless it is in <br /> 3 <br />