2018/08/08 Council Agenda Packet

_} Section 7.03. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the City and the District and their successors. This Agreement may not be assigned. Section 7.04. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 7.05. Amendments. This Agreement may not be effectively amended, changed, modified or altered, except by an instrument in writing duly executed by the City and the District (or their successors in title). This Agreement may not be terminated until the 2014 PFD Refunding Bonds, 2018 Bonds and any Additional Bonds have been paid in full or defeased and the District has satisfied all of its obligations hereunder. The District shall not amend the 2018 Bond Resolution without the prior written consent of the City so long as this Agreement is in effect and the City is performing its obligations hereunder. Section 7.06_ Waiver of Breach. No waiver of any breach of any covenant or agreement contained herein shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in case of a breach by either party of any covenant, agreement or undertaking, the nondefaulting party may nevertheless accept from the other any payment or payments or performance hereunder without in any way waiving its right to exercise any of its rights and remedies provided for herein or otherwise with respect to any such default or defaults that were in existence at the time such payment or payments or performance were accepted by it. Section 7.07. No Rights Created in Third Parties. The terms of this Agreement are not intended to establish nor to create any rights in any persons or entities other than the City, the District and the respective successors and assigns of each; provided, however, that the registered owners of the 2018 Bonds is hereby designated as a third party beneficiary of the obligations of the City set forth in Section 2.01(e) of this Agreement. Each covenant and commitment of the District in the 2018 Bond Resolution is incorporated herein for the further benefit of the City, and the City shall be a third party beneficiary of the contract of the District set forth in the 2018 Bond Resolution. Section 7.08. Time of Essence. Time and all terms and conditions shall be of the essence of this Agreement. Section 7.09. Effective Date of and Termination of Agreements. This Interlocal Agreement shall take effect upon its execution and filing with the Snohomish County Auditor or alternatively, posted on the City's website or other electronically retrievable public source, pursuant to RCW 39.34.040. This Agreement shall terminate upon the earlier of(a) payment in full of all principal of and interest on the 2014 PFD Refunding Bonds, the 2018 Bonds, any Additional Bonds (or defeasance thereof), 2014 PFD Refunding Bonds, Repayment Deficiency Loans, the Scoreboard Loan and 2018 Bond Payment Loans or (b)the date on which title to the Events Center reverts to or is transferred to the City. 7b2- 501534419 v3