Resolution 5703 - Laserfiche WebLink

The failure of either party to enforce strict performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provisions or rights in that or any other instance; rather,the same shall be and remain in full force and effect. 5.8 COVENANT NOT TO CONTEST: The parties have entered into this Agreement voluntarily, after full consultation with their own respective independent counsel and consultants, and both parties agree not to contest the validity of this Agreement, directly or indirectly, in any administrative or judicial proceeding, now or at any time in the future; notwithstanding the foregoing, the Port reserves the right to challenge the enforcement of, or an interpretation of this Agreement by the City. Both parties agree to appear and defend this Agreement in the event of legal challenge by a third party. 5.9 RECORDING—IMPLEMENTATION AND PERFORMANCE; BINDING ON SUCCESSORS AND ASSIGNS: Each party shall take such action (including, but not limited to the execution, acknowledgment and delivery of documents) as may be reasonably requested by the other party for the implementation or continuing performance of this Agreement. This Agreement shall be recorded with the Snohomish County Auditor's office, as necessary to be disclosed on title documents for the property and shall run with the land as binding on the parties and their successors and assigns. It is mutually agreed that the terms of this Agreement touch and concern the land and shall be covenants running with the land. The parties acknowledge that development of the Property likely will involve sale and assignment of portions of the Property to other persons who will, subject to this Agreement, own, develop and/or occupy portions of the Property and buildings thereon. Upon such assignment, the assignee shall be entitled to all interests and rights and be subject to all obligations under this Agreement. In the event of such sale, the Port shall thereafter be released of liability hereunder as to that portion of the Property so transferred only by written approval of the City, which consent shall not be unreasonably withheld. In considering such release of the Port from liability, the City must determine that the Port is in compliance at the time of transfer with all of its obligations under this Agreement, that the transferee has the experience and financial capability to perform its obligations under this Agreement, and/or that the City has been provided with adequate security to assume such performance. IN WITNESS WHEREOF, the parties hereto executed this Agreement the day and year first above written. CITY OF EVERETT PORT OF EVERETT By -*-1.404.74 /444/11,044") B A�� ► L I 01 Step nson, John M. Mohr, Mayor Executive Director 20