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9 <br />automatically continue to extend for one-year extension terns, unless one party gives a <br />non -renewal notice at least ninety (90) days before the end of an extension term. <br />5. Termination. This Agreement terminates: (i) ninety (90) days after either <br />party delivers written termination notice to the other party or (ii) the Ordinance is <br />repealed. After termination, neither the District nor the City on behalf of the District <br />may retain unexpended or unencumbered school impact fees or interest earned on <br />those fees. <br />6. Indemnification. To the maximum extent permitted by law, the District <br />shall defend, indemnify, and hold harmless the City and all of its officers, employees, and <br />agents from all claims, demands, suits, actions, losses, and liability of any kind, to the <br />extent arising from or relating to (a) breach of this Agreement by the District or its agents <br />or contractors, (b) the negligence or willful misconduct of the District or its agents or <br />contractors in the performance of this Agreement, (c) any legal expenses or staff time <br />associated with the defense of the Ordinance against District -specific challenges, (d) and <br />payment of any refunds provided under the Ordinance. The District agrees that its <br />obligations under this Section 7 extend to any claim, demand, or cause of action brought <br />by, or on behalf of, any of its employees or agents, and for that purpose the District <br />specifically waive, with respect to each other only, any immunity under RCW Title 51. <br />7. General Provisions. <br />a. Administration. Each party to this Agreement shall serve as an <br />administrator of this Agreement for the purposes of compliance with RCW 39.34.030 for <br />each parry's respective actions in performance of this Agreement. <br />b. Governing Law. The laws of the State of Washington, without <br />giving effect to principles of conflict of laws, govern all matters arising out of or relating <br />to this Agreement. <br />C. Venue. The parties shall bring any litigation arising out of or <br />relating to this Agreement only before the Snohomish County Superior Court. <br />d. Complete Agreement. This Agreement constitutes the entire <br />agreement of the parties relating to the subject matter of this Agreement. This <br />Agreement supersedes and replaces all other written or oral agreements thereto. <br />e. Amendment. No amendment to this Agreement will be effective <br />unless in writing and signed by the Mayor of the City and by the authorized <br />representatives of the District. <br />£ Waiver. No waiver of satisfaction of any condition or <br />nonperformance of an obligation under this Agreement will be effective unless it is in <br />writing and signed by the party granting the waiver, and no such waiver will constitute a <br />waiver of satisfaction of any other condition or nonperformance of any other obligation. <br />54 <br />