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15 <br /> properties to the City.may be equivalent to the value of the mitigation to be transferred <br /> under this Agreement. The Diking District and the City will work together in good faith <br /> to facilitate the transfer of these properties to the City before December 31,2015, <br /> although either party may stop such work if it determines that the property transfer is not <br /> in its best interest. If such transfer occurs,the City will pay the Diking District fair value <br /> for the properties. <br /> 8. General Provisions. <br /> a. Administration/Expiration. Subject to the Management <br /> Agreement, each party to this Agreement shall serve as an administrator of this <br /> Agreement for the purposes of compliance with RCW 39.34.030 for each party's <br /> respective actions in performance of this Agreement. This Agreement expires upon <br /> completion of the Project or earlier termination of this Agreement. <br /> b. Governing Law. Washington law governs all matters arising out <br /> of or relating 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 each other party. <br /> f. 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 /> g. Severability. If any provision of this Agreement is unenforceable <br /> to any extent,the remainder of this Agreement, or the application of that provision to any <br /> persons or circumstances other than those as to which it is held unenforceable, will not be <br /> affected by that unenforceability and will be enforceable to the fullest extent permitted by <br /> law. <br /> h. Notice. For a notice under this Agreement to be valid, it must be <br /> in writing and the sending party must use one of the following methods of delivery: (A) <br /> personal delivery to the address stated below; (B) first class postage prepaid U.S. Mail to <br /> the address stated below; or(C)nationally recognized courier to the address stated below, <br /> with all fees prepaid. <br /> 3 <br /> 136 <br />