2016/06/29 Council Agenda Packet

B 10.MISCELLANEOUS A. Representations. The Manager represents that statements of fact contained in its proposal are true and correct, and no material facts were omitted that would be reasonably necessary to make the statements made in the proposal, in the light of the circumstances under which they were made, not misleading. The Manager also represents that it has examined the Garage and can perform the work, services and improvements set forth in the Manager's proposal for this Agreement and the Request for Proposals related to this Agreement. E. Venue and Choice of Law. The law of the State of Washington shall apply to this Agreement and venue for any for any lawsuit arising out of this Agreement shall be Snohomish County Superior Court. C. Independent Contractor. In the performance of this Agreement, the Manager shall provide all services as an independent contractor and personnel operating the Garage shall be employees of the Manager, not of the City. It is not intended by this Agreement to, and nothing contained herein shall, create any partnership, joint venture or other arrangement between the Manager and the City. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation nor shall any such person, firm, organization or corporation have any right or cause of action hereunder. 0. No Assignment. The rights, duties and responsibilities in this Agreement shall not be assigned or subcontracted by the Manager to any person, business or entity without the advance written consent of the City. E. Notice. A notice or other communication by either party to this Agreement shall be in writing and shall be given or delivered, if dispatched by regular mail, postage pre-paid to the following: To the City Representative: Facilities & Property Management Director 3101 Cedar Street Everett, WA 98201 To the Manager: Downtown Everett Association P.O. Box 748 Everett, WA 98206-0748 F. Integration and Order of Precedence. This Agreement, the Request for Proposals for the Management and Operation of the Garage with a submittal date of April 14, 2004, and the Manager's proposal dated May 6, 2004, comprise the entire agreement of the parties and are intended as a final expression of the agreement between the Parties. In the event of a conflict between the above identified documents, and for purposes of interpretation to determine the duties, understandings, agreements and responsibilities between the Parties, the priority of the documents is: (1) this Agreement; (2) the Request for Proposals; and (3) Manager's proposal. This Agreement supersedes all other agreements and representation made prior hereto. No 11 88