Public Utility District No 1 of Snohomish Co 12/20/2018

5. The release set forth in paragraph 3 above is not intended to apply, and does not apply to the Parties' obligations under this Agreement, and shall not release or discharge any claim for breach of this Agreement. 6. As a material part of the consideration exchanged in this Agreement, within seven days after the City's payment of the Settlement Amount, (a)the Parties shall execute or authorize their attorneys of record to execute a stipulation and order of dismissal dismissing all claims and counterclaims with prejudice, and (b) Snohomish PUD shall file said stipulation and order of dismissal with the Court. 7. This Agreement constitutes the complete and final expression of the agreement of the Parties. This Agreement supersedes and replaces all earlier agreements, discussions and representations, all of which are merged into and superseded by this Agreement. No Party is entering into this Agreement in reliance on any oral or written promises, inducements, representations, understandings, or agreements other than those contained in this Agreement. 8. If any provision of this Agreement is held, for any reason, to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall, nonetheless, remain in full force and effect. 9. A waiver of any term of this Agreement shall operate as a waiver only for the specific occasion as to which the waiver occurs, and all terms of this Agreement shall otherwise continue to be fully effective and operable as to any other occasion or occasions. 10. This Agreement may not be modified, amended, waived, or revoked orally, but only by a writing that(a) is signed by the Party against whom such changes or interpretations are to be enforced, and (b) expressly provides that it is intended to change this Agreement. 11. Each Party represents and warrants that it has the full power and the actual authority to enter into this Agreement and to carry out all actions required of such Party by this Agreement. 12. The Parties represent and warrant that neither of them has assigned or otherwise conveyed, in whole or in part, to any person or entity, any claim or right that either of them has, may have, or had, that is released pursuant to this Agreement. 13. This Agreement(including without limitation the release set forth in paragraph 3 above) shall bind and inure to the benefit of the Parties and their respective successors, affiliates, legal representatives and transferees. The rights and obligations under this Agreement may not be assigned. This Agreement shall not be construed to have third party beneficiaries. 14. Both Parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against either Party based upon a claim that a particular Party drafted the ambiguous language. 15. Each Party represents that it has reviewed all terms of this Agreement with an attorney of its choosing; that it has had the full and complete advice of such attorney throughout the negotiation of this Agreement; that it has read and fully understands all parts of this - 2 -