2018/05/30 Council Agenda Packet

13.2 Termination by the City. The City may terminate this Agreement at any time,with or without cause, upon not less than thirty(30)days advance written notice to the County.The termination notice shall specify the date on which the Agreement shall terminate,the grounds for termination,and the specific plans for accommodating the affected participants. 13.3 Lack of Funding. This Agreement is contingent upon governmental funding and local legislative appropriations. In the event that funding from any source is withdrawn,reduced, limited,or not appropriated after the effective date of this Agreement,this Agreement may be terminated by the County immediately by delivering written notice to the City.The termination notice shall specify the date on which the Agreement shall terminate. 14. Notices. All notices required to be given by any party to the other party under this Agreement shall be in writing and shall be delivered either in person, by United States mail,or by electronic mail (email)to the applicable Administrator or the Administrator's designee. Notice delivered in person shall be deemed given when accepted by the recipient. Notice by United States mail shall be deemed given as of the date the same is deposited in the United States mail, postage prepaid,and addressed to the Administrator,or their designee,at the addresses set forth in Section 3 of this Agreement. Notice delivered by email shall be deemed given as of the date and time received by the recipient. 15. Miscellaneous. 15.1 Entire Agreement;Amendment. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof,and supersedes any and all prior oral or written agreements between the parties regarding the subject matter contained herein.This Agreement may not be modified or amended in any manner except by a written document executed with the same formalities as required for this Agreement and signed by the party against whom such modification is sought to be enforced. 15.2 Conflicts between Attachments and Text. Should any conflicts exist between any attached exhibit or schedule and the text or main body of this Agreement,the text or main body of this Agreement shall prevail. 15.3 Governing Law and Venue. This Agreement shall be governed by and enforced in accordance with the laws of the State of Washington.The venue of any action arising out of this Agreement shall be in the Superior Court of the State of Washington,in and for Snohomish County. In the event that a lawsuit is instituted to enforce any provision of this Agreement,the prevailing party shall be entitled to recover all costs of such a lawsuit,including reasonable attorney's fees. 15.4 Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the 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 either of the parties hereto.The captions and headings in this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement.This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number,and vice versa, and the use of any gender shall be applicable to all genders. 15.5 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall,for any reason and to any extent, be found invalid or unenforceable,the INTERGOVERNMANTAL AGREEMENT FOR SNOHOMISH COUNTY DIVERSION CENTER PARTICIPATION Page5of7 6