Ordinance 2587-02 - Laserfiche WebLink

• 10. ASSIGNMENT. Neither the City nor the District shall assign this Agreement without the written consent of the other (other than as provided in Subsection 4.1.2.3). The Agreement shall inure to the benefit of and be binding upon the District, the City, and their successors and permitted assigns. 11. APPLICABLE LAW AND VENUE. The Agreement shall be construed in accordance with the laws of the State of Washington. The venue for any dispute related to the Agreement shall be Snohomish County, Washington. 12. FILING. A copy of the Agreement shall be filed with the City Clerk of Everett and the Snohomish County Auditor; provided, however, that failure to file the Agreement shall not affect the validity of the Agreement. 13. WAIVER. A waiver of any breach or default by any party hereto shall not be considered to be a waiver of any other breach or default. The exercise of any remedy provided by law or the provisions of the Agreement shall not exclude other consistent remedies. 14. ENFORCEMENT. The City and the District agree that unless the Agreement is amended or terminated pursuant to the provisions herein, the Agreement shall be enforceable by either the District or the City notwithstanding any change hereafter in any applicable law, regulation, or ordinance(and by the Bank as provided in Subsection 4.1.2.3). 15. SEVERABILITY. If a court of law determines any provision of the Agreement to be unenforceable or invalid, the parties hereby agree that all other portions of the Agreement shall remain valid and enforceable to all persons and situation other than those as to which the court held the Agreement was invalid or unenforceable. 16. IMPLEMENTING DOCUMENTS. The City and the District shall execute and deliver to the other party all such further instruments and documents as may be reasonably necessary to carry out the Agreement in order to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. 17. LIABILITY; INDEMNIFICATION. Except as otherwise provided elsewhere in the Agreement and any attachments hereto, the District shall protect, defend, indemnify, and hold harmless the City and its officers, agents, and employees, from and against any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, which are caused by or result from any intentional or negligent act or omission of the District's officers, agents, or employees in performing services pursuant to the Agreement. In the event that any suit based upon a claim, action, loss, or damage is brought against the City, or its agents, employees, or officers, as a result of work done by the City for the District, the District shall defend the City at its sole cost and expense. If final judgment be rendered against the party or the party's agents, officers, or employees whose intentional or negligent action or omissions did not give rise to the claim, the parties whose actions or omissions gave rise to the claim shall satisfy the same; provided that, in the event of concurrent negligence, each party shall indemnify -14- INTERLOCAL FINANCING AGREEMENT 20020 3010 6 80