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3 <br />the delivery of the notice, then the non-breaching party may provide notice of <br />termination, in which case the Museum shall promptly return the Artifacts to the <br />City, and this Agreement and the Loan expire upon such return. <br />B. The Museum may terminate this Agreement for any reason or no reason by <br />delivering one year’s prior written notice that it will return the Artifacts to the City. <br />This Agreement and the Loan expire upon such return. <br />C. If the Museum is no longer publicly displaying the Artifacts, then the City’s Parks and <br />Facilities Director may terminate this Agreement by delivery of written notice to the <br />Museum, in which case the Museum shall promptly return the Artifacts to the City, <br />and this Agreement and Loan expire upon such return. <br />D. If the Museum closes or is otherwise not a going concern, the Museum shall <br />promptly return the Artifacts to the City, and this Agreement and Loan expire upon <br />such return. <br />14. NO TRANSFER OR ASSIGNMENT <br />The City retains ownership of the Artifacts. Since the Museum is receiving the Artifacts as a <br />loan, the Museum shall not sell, loan, transfer title to, or grant a security interest in the <br />Artifacts without the prior written approval of the City’s Parks and Facilities Director , and this <br />approval may withheld at the Director’s sole discretion. Neither party may assign this Agreement. <br />15. NOTICE ADDRESSES <br />Notices to the City shall be sent to the following address: <br /> City of Everett <br /> Attn.: Everett Parks and Facilities Director <br /> 802 E. Mukilteo Blvd. <br /> Everett, WA 98203 <br />Notices to the Museum shall be sent to the address in the Basic Provisions: <br />16. MISCELLANEOUS <br />This Agreement is the complete agreement of the parties regarding the Artifacts and <br />supersedes all other agreements, oral and written. No amendment of this Agreement is <br />effective unless in writing and signed by the Mayor of the City of Everett and an authorized <br />representative of the Museum. Exclusive venue for any lawsuit arising f rom or relating to this <br />Agreement is Snohomish County Superior Court. The Agreement may be signed in <br />counterparts, each of which shall be deemed an original, and all of which, taken together, shall <br />be deemed one and the same document. AdobeSign signatures are fully binding. Any ink, <br />electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement <br />will be deemed an original signature and will be fully enforceable as an original signature. <br />[signatures on following page(s)]