2003/04/09 Council Agenda Packet

provisions of this section against the other Party all such fees, costs and expenses shall be recoverable by the prevailing Party. 15. RIGHT OF ENTRY The City will assist Sound Transit to secure a right of entry agreement with the College and with other property owners; whereby, Sound Transit and the City and their officers, agents, employees, consultants, and contractors shall have the right to enter upon the property or properties at all reasonable times. This entry would be required in order to conduct necessary studies for the environmental review, design, and engineering of the Project while protecting property owner(s) from liability for the entry by Sound Transit, the City, or by a third party. 16. AGREEMENT,AMENDMENTS,AND ADDENDA This Agreement and its Attachments, including modifications of the scope, funding, or responsibilities of the Parties, may be amended by written mutual agreement of the Parties. Notwithstanding this, both the Sound Transit Board of Directors and the Everett City Council must approve any amendment or addendum that constitutes a material change to this Agreement. 16.1 Entire Agreement This Agreement, including its Recitals and Attachments, embodies the Parties' entire agreement on the matters covered by it, except as supplemented by subsequent amendments to this Agreement. All prior negotiations and draft written agreements are merged into and superseded by this Agreement. 16.2 Severability If any portion of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining terms and provisions unaffected thereby shall remain in full force and effect. 16.3 Governing Law The laws of the State of Washington shall govern this Agreement. 16.4 Term of Agreement This Agreement shall be in place until the Project is constructed and operations and maintenance agreements in place or until otherwise terminated by the mutual consent of all Parties. The estimated Project completion date is December 2004. 16.5 Effective Date 11