2010/08/25 Council Agenda Packet

8. TERMINATION This Agreement may be terminated by either Party upon thirty (30) calendar days advanced written notice to the other Party. In the event of termination, the CITY shall reimburse WSDOT for all costs payable under this Agreement which WSDOT has properly incurred up to and including the effective date of termination. 9. NONDISCRIMINATION The Parties agree to comply with all applicable federal, state, and local laws, rules, and regulations pertaining to nondiscrimination and agree to require the same of all subcontractors providing services or performing any Work using funds provided under this Agreement. 10. LEGAL RELATIONS 10.1 No Agency, Partnership, or Third Party Beneficiaries. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no rights to any other person, party or entity. No joint venture, agent-principal relationship, or partnership is formed as a result of this Agreement. No officers, employees or agents of one Party, or any of its contractors or subcontractors, shall be deemed, or represent themselves to be, employees or agents of the other Party. 10.2 Waiver of Default. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless stated to be such in writing, signed by authorized representatives of the Parties, and attached to the original Agreement. 10.3 Entire Agreement. This Agreement embodies the Parties' entire understanding and agreement on the issues covered by it, except as may be modified by subsequent written amendment to this Agreement, and supersedes any prior negotiations, representations or draft agreements on this matter, either written or oral. 10.4 Governing Law and Venue. This Agreement shall be interpreted in accordance with the laws of the state of Washington. Any legal action arising out of this Agreement shall be brought in the Thurston County Superior Court in Olympia. 10.5 Mutual Negotiation and Construction. This Agreement and each of the terms and provisions hereof shall be deemed to have been explicitly negotiated between and mutually drafted by both Parties and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against the other Party. 10.6 Force Majeure. Either Party to this Agreement shall be excused from performance of any responsibilities and obligations under this Agreement, and shall not be liable for damages due to failure to perform, during the time and to the extent that it is prevented from performing by a cause directly or indirectly beyond its control, including, but not limited to: late delivery or non- performance by vendors of materials or supplies; any incidence of fire, flood, snow, earthquake, or acts of nature; strikes or labor actions; accidents, riots, insurrection, terrorism, or acts of war; order of any court of competent jurisdiction or authorized civil authority commandeering material, products, or facilities by the federal, state or local government; or national fuel GCA 6541 Corridor Planning Study Funding Page 4 of 5 7