2005/04/27 Council Agenda Packet

10 warranties, covenants, or undertakings other than those expressly set forth herein. This Agreement supersedes all prior discussions, negotiations, agreements and undertakings between the Participants with respect to such subject matter. 11. AMENDMENT: This Agreement shall not be amended or modified, and no waiver of any provision hereof shall be effective, unless set forth in a written instrument signed by both Participants. 12. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 13. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same document. 14. WAIVER: Except as otherwise provided in this Agreement, failure of either Participant to require full performance of any provision hereof shall not affect the right to thereafter require full performance of that provision. The waiver by either Participant of a breach of any provision shall not constitute a waiver of any subsequent breach or nullify the effectiveness of such provision. 15. RELATIONSHIP: The City and Evergreen do not intend to create any form of joint venture or partnership, and neither shall have the power to bind or obligate the other party. 16. NO THIRD PARTY RIGHTS: The provisions of this Agreement are intended solely for the benefit of, and may only be enforced by, the parties hereto. None of the rights or obligations of the parties herein set forth is intended to confer any claim, cause of action, remedy, defense, legal justification, indemnity, contribution claim, set-off, or other right whatsoever upon or for the benefit of any third party. This Agreement does not create any legal duty by any of the parties, except such contractual duties between them as explicitly stated in the Agreement. Residuals Sales Agreement City of Everett and Evergreen On-Site Page 5 of 8 72