2018/12/12 Council Agenda Packet

requested information on the date specified. The City has, and by this section assumes,no obligation on behalf of the Contractor to claim any exemption from disclosure under the Act. The City shall not be liable to the Contractor for releasing records not clearly identified by the Contractor as confidential or proprietary. The City shall not be liable to the Contractor for any records that the City releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. 25. Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the parties. 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 of 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. 26. Complete Agreement. This Agreement contains the complete and integrated understanding and Agreement between the parties and supersedes any understanding,Agreement or negotiation whether oral or written not set forth herein. This Agreement only be modified by an amendment signed by the Mayor for the City and an authorized representative of Contractor. 27. 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. 28. No Third Party Beneficiaries. The provisions of this Agreement are for the exclusive benefit of the City and the Contractor. This Agreement shall not be deemed to have conferred any rights, express or implied,upon any third parties. 29. Governing Law;Venue. This Agreement shall be governed by 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. 30. Severability. Should any clause,phrase, sentence or paragraph of this agreement be declared invalid or void,the remaining provisions of this Agreement shall remain in full force and effect. 31. Authority. Each signatory to this Agreement represents that he or she has full and sufficient authority to execute this Agreement on behalf of the City or the Contractor, as the case may be, and that upon execution of this Agreement it shall constitute a binding obligation of the City or the Contractor,as the case may be. 32. Survival. Those provisions of this Agreement that by their sense and purpose should survive expiration or termination of the Agreement shall so survive. Page 9 PSA GIBSON MEDIA 2018 10