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With a copy to: Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington 93027 Attention: Property Management (Legal Dept.) All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery; (c) if sent by first class mail, the third day on which regular United States mail delivery service is provided after the day ofmailing or; (d) if sent by overnight delivery service, on the next day on which such service makes next -business -day deliveries after the day of sending. Seelion 6.3 No Assignment. Costco may not assign any of its rights or obligations under this Agreement without the prior written consent of the City, which may be withheld or granted in its sole discretion. Following the City's acceptance of the completed Project Improvements, Costco may assign the right to receive payments of the Costco Reimbursement Amount, without City approval, by notifying the City of the new payee information. Section 6.4 No Joint Venture. It is expressly agreed that City is not, in anyway or for any purpose, a partner of Costco or any of Costco's partners, officers, members, directors, shareholders, principals, agents, employees, contractors or subcontractors, or its or their successors or assigns (each, a "Costco Party") in the conduct of its or their business or a member of a joint enterprise with Costco or any Costco Party. Neither City nor Costco shall be deemed or construed for any purpose to be the agent of the, other, and City does not assume any responsibility for Costco or any Costco Party's conduct or performance of this Agreement. Section 6.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Section 6.6 No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. Section 6.7 Modifications. Any alteration, change, amendment or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. Section 6.8 Severabitity. if any provision of this Agreement or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the full extent permitted by Law. Section 6.9 Legal Advice, Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so 16 1310 01 l7-218870.8 2/7/2018