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<br /> that Contractor complies with its obligation to promptly notify City of any such assertion by any
<br /> taxing authority,City will defend,indemnify and hold harmless Contractor from all costs,losses,
<br /> expenses,fees(including legal fees)associated with any audit,investigation or assessment of
<br /> additional retail sales tax associated with this Agreement.
<br /> SECTION 2: PROJECT MATERIALS AND WARRANTIES
<br /> Contractor has delivered the Project materials to the City listed in the inventory attached
<br /> as Exhibit A. Contractor hereby transfers all Contractor's right,title,and interest to such
<br /> materials to the City. Contractor warrants that the materials as of the date of mutual execution of
<br /> this Agreement are free and clear of all liens and all other monetary encumbrances. Contractor
<br /> assigns to the City all warranties by manufacturers or suppliers or others related to the materials.
<br /> If a warrantor later asserts that its warranty cannot be so assigned to the City,then the Contractor
<br /> will,at the request and cost of the City and in coordination with the City,take all reasonable
<br /> steps to enforce the warranty on behalf of the City.
<br /> SECTION 3: TERMINATION OF CONTRACT
<br /> The Construction Contract is hereby terminated for the mutual convenience of the parties
<br /> and shall have no further force or effect,and neither the City nor Contractor will have further
<br /> rights,obligations or liabilities thereunder.
<br /> SECTION 4: MUTUAL RELEASE
<br /> Except for the parties'obligations under this Agreement,the City and Contractor hereby
<br /> release and fully and forever discharge each other from any and all claims,demands,debts,
<br /> guarantees,liabilities,obligations,liens,general,special or consequential damages,losses,or
<br /> potential losses,through any and all actions or causes of action of any nature whatsoever,whether
<br /> known or unknown,foreseen or unforeseen,at law or in equity or by statute,that the City or
<br /> Contractor now has or that may subsequently accrue to the City or Contractor,that are based upon,
<br /> arise out of of in any way relate to the Construction Contract or the Project. For the purposes of
<br /> this Section 4,the term"Contractor"refers to Scarsella Brothers,Inc. and its shareholders,officers,
<br /> directors,employees,agents,representatives,attorneys,affiliates,parent companies,direct and
<br /> indirect subsidiaries,affiliated entities,insurers,successors and assigns. For the purposes of this
<br /> Section 4,the term"City"refers to the City of Everett and its officers,employees,agents,
<br /> representatives,attorneys,affiliates,affiliated entities,insurers,successors and assigns.
<br /> SECTION 5: MISCELLANEOUS PROVISIONS
<br /> A. Governing Law. The laws of the State of Washington,without giving effect to
<br /> principles of conflict of laws,govern all matters arising out of or relating to this Agreement.
<br /> B. Venue. The parties shall bring any litigation arising out of or relating to this
<br /> Agreement only before the Snohomish County Superior Court.
<br /> C. Complete Agreement. This Agreement constitutes the entire agreement of the
<br /> parties relating to the subject matter of this Agreement. This Agreement supersedes and replaces
<br /> all other written or oral agreements thereto.
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