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11 <br /> 10. NOTICES <br /> Each notice,demand,request,consent,approval, disapproval, designation or other <br /> communication that is permitted or required to be given by one party to another party under <br /> this Agreement shall be in writing and shall be given or made or communicated by(i)United <br /> States registered or certified mail,postage prepaid,return receipt requested, (ii) any <br /> nationally recognized overnight carrier or express mail service(such as FedEx or DHL)that <br /> provides receipts to indicate delivery, (iii)by personal delivery, or(iv)by facsimile(with <br /> proof of successful transmission). All such communications shall be addressed to the <br /> appropriate Administrator of this Agreement. All notices shall be deemed given on the day <br /> each such notice is personally delivered,transmitted by facsimile(with evidence of receipt), <br /> or delivered by overnight courier service, or on the third business day following the day such <br /> notice is mailed if mailed in accordance with this Section. <br /> 11. PARTIES <br /> The parties anticipate that certain Participating Entities listed in the preamble to this <br /> Agreement may decide not to enter into this Agreement. In anticipation of that potential <br /> eventuality,the parties agree that the parties to this Agreement shall be Snohomish County <br /> and those Participating Entities that execute this Agreement before 5:00 p.m. on June 30, <br /> 2014. The failure of any Participating Entity named in the preamble to this Agreement to <br /> execute this Agreement before 5:00 p.m. on June 30,2014, shall have no effect on the <br /> binding nature of this Agreement as among those parties who do execute this agreement <br /> before 5:00 p.m.on June 30,2014. <br /> 12. MISCELLANEOUS <br /> 12.1 Entire Agreement <br /> This Agreement constitutes the entire agreement between the parties regarding the <br /> subject matter hereof,and supersedes any and all prior oral or written-agreements between <br /> the parties regarding the subject matter contained herein. This Agreement may not be <br /> modified or amended in any manner except by a written document signed by the party <br /> against whom such modification is sought to be enforced. <br /> 12.2 Governing Law and Venue <br /> This Agreement shall be governed by and enforced in accordance with the laws of the <br /> State of Washington. The venue of any action arising out of this Agreement shall be in the <br /> Superior Court of the State of Washington,in and for Snohomish County. <br /> 12.3 Interpretation <br /> This Agreement and each of the terms and provisions of it are deemed to have been <br /> explicitly negotiated by the parties,and the language in all parts of this Agreement shall,in <br /> all cases,be construed according to its fair meaning and not strictly for or against either of <br /> the parties hereto. The captions and headings in this Agreement are used only for <br /> INTERLOCAL AGREEMENT FOR NATURAL YARD CARE pg. 12 <br /> PUBLIC OUTREACH AND EVALUATION PROGMI 03/05/2014 <br />