2006/10/04 Council Agenda Packet

i Fax: (206)405-4244 H. Prohibition on Assignment of this Agreement This Agreement is not assignable by either party; provided, however,this prohibition on assignment will not be construed to prevent Artspace from subleasing a portion of the Site to ACSC or other third party, subject to review and approval by Everett, if the parties can reach agreement on the terms and conditions for a sublease, which approval shall not be unreasonably withheld by Everett. I. Governing Law: Binding Effect; Construction This Agreement and the construction,interpretation and enforcement hereof shall be construed in accordance with and governed by the laws of the State of Washington, without reference to the conflicts of laws provisions thereof, and shall be binding upon, inure to the benefit of and be enforceable by the parties hereto. Venue shall be in Snohomish County, Washington. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by reason of such party's having or being deemed to have structured or drafted such provision. J. Entire Agreement This Agreement constitutes the entire understanding and agreement of the parties and supersedes any prior negotiations, discussions and previous agreements between Everett and Artspace concerning the subject matter of this Agreement. No modification to this Agreement shall be made except by a written agreement executed by the parties. 18