Downtown Everett Association 2/21/2017

nothing contained herein shall, create any partnership, joint venture or other arrangement between the Manager and the City. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person,firm, organization or corporation nor shall any such person, firm, organization or corporation have any right or cause of action hereunder. D. No Assignment. The rights, duties and responsibilities in this Agreement shall not be assigned or subcontracted by the Manager to any person, business or entity without the advance written consent of the City. E. Notice. A notice or other communication by either party to this Agreement shall be in writing and shall be given or delivered, if dispatched by regular mail, postage pre-paid to the following: If to the City: Facilities & Property Management Department 3101 Cedar Street Everett, WA 98201 If to the Manager: Downtown Everett Association P.O. Box 748 Everett, WA 98206-5267 F. Integration and Order of Precedence. This Agreement, the Request for Proposals for the Management and Operation of Everpark Garage with a submittal date of April 14, 2004, and the Manager's proposal dated May 6, 2004, comprise the entire agreement of the parties and are intended as a final expression of the agreement between the Parties. In the event of a conflict between the above identified documents, and for purposes of interpretation to determine the duties, understandings, agreements and responsibilities between the Parties, the priority of the documents is: (1) this Agreement; (2) the Request for Proposals; and (3) Manager's proposal. This Agreement supersedes all other agreements and representation made prior hereto. No amendment hereof shall be binding on either party unless and until approved in writing by both parties. G. Severability. If any provision of this Agreement or any application hereof shall be found to be invalid or unenforceable, for any reason, the remainder of this Agreement and any application of such provision shall not be affected thereby. H. Survival. The obligations imposed on Manager and all provisions of the Agreement which may reasonably be interpreted or construed as surviving the completion, termination or cancellation of the Agreement, including Article X, shall survive the completion, termination or cancellation of this Agreement. Further, all terms and provision of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the City and the Manager and their respective successors in interest. I. Waiver. The waiver by the City of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or any subsequent breach of the same or of any other term, covenant, or condition herein contained. 11