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Exhibit 3 to Ordinance No. 7 <br /> Notice may be given by counsel for the Parties, and such Notice shall be deemed given by City <br /> or OM, as the case may be, for all purposes under this Agreement. <br /> 13.2 Recording; Binding on Successors and Assigns. Either party may arrange for the <br /> recording of a memorandum of this Agreement with the Snohomish County Auditor's office, as <br /> necessary to disclose this Agreement on title documents for the property. This Agreement shall <br /> run with the land as binding on the parties and their successors and assigns but shall be <br /> subordinate in all respects to the PDA and Environmental Agreements. It is mutually agreed that <br /> the terms of the Agreement touch and concern the land and shall be covenants running with the <br /> land. The parties acknowledge that development of the Riverfront Property likely will involve <br /> sale and assignment of respective portions of the Riverfront Property to other persons who will, <br /> subject to this Agreement, own, develop and/or occupy portions of the Riverfront Property and <br /> buildings thereon. Upon such assignment,where the assignee agrees to assume obligations <br /> hereunder pertaining to the property transferred or assigned, the assignee shall be entitled to all <br /> interests and rights and be subject to all obligations under this Agreement pertaining to the <br /> property transferred or assigned, and OM shall be released of liability under this Agreement for <br /> the property transferred or assigned, but shall retain liability for any breach which occurred prior <br /> to the transfer or assignment of rights to another party and for those portions of the Riverfront <br /> Property still owned by OM; provided, however, that OM may freely assign its rights hereunder <br /> to any institutional lender for security purposes in connection with a loan, the proceeds of which <br /> shall be used in connection with development of the Riverfront Property, and no such assignment <br /> shall require the assignee for security purposes to assume OM's obligations hereunder(although <br /> any purchaser at a foreclosure sale or any person acquiring OM's obligations in a transaction in <br /> lieu of foreclosure shall assume OM's obligations hereunder). <br /> 13.3 Amendments. No amendment, change or modification of any provision of this <br /> Agreement shall be valid unless in writing and executed by the Parties. <br /> 13.4 Applicable Law. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of Washington. Venue shall be in Snohomish County, <br /> Washington. <br /> 13.5 Counterparts; Facsimile Signatures. This Agreement may be executed in more <br /> than one counterpart, each of which shall be deemed an original, and all of which shall constitute <br /> one and the same instrument. Facsimile signatures on this Agreement shall constitute original <br /> signatures of the Parties. <br /> 13.6 Attorneys' Fees. In the event that either of the Parties to this Agreement brings an <br /> action or proceeding for a declaration of the rights of the Parties under this Agreement, for <br /> injunctive relief or for an alleged breach or default, or in any other action arising out of this <br /> Agreement or the transactions contemplated hereby,the predominantly prevailing party in any <br /> such action shall be entitled to an award of reasonable attorneys' fees and any court costs <br /> incurred in such action or proceeding, in addition to any other damages or relief awarded. <br /> 13.7 Captions. The captions of this Agreement are inserted solely for the convenience <br /> of reference only and do not define, describe or limit the scope or intent of this Agreement or any <br /> term hereof. <br /> 7 <br /> -13- <br />