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This Agreement constitutes the entire agreement of the parties hereto with respect to the Grant and supersedes any prior <br /> agreements or understandings, written or oral, with respect to the Grant. Grantee is not relying upon any promises, <br /> representations or understandings,written or oral,in entering into the Agreement,other than as expressly set forth in the <br /> Agreement. Either party may request modifications in the scope of services, project duration,performance or reporting <br /> standards, or other terms or conditions herein. Proposed modifications, which are mutually agreed upon, shall be <br /> incorporated by written amendment to this contract signed by both parties. The City and Business agree that this <br /> Agreement shall be modified if necessary to achieve compliance with HUD requirements. <br /> • Headin s <br /> The article and section headings in no way define,limit,extend or interpret the scope of this Agreement or of any particular <br /> article or section. <br /> • Validity <br /> In the event that any provision of this Agreement shall be held to be invalid,the same shall not affect in any respect <br /> whatsoever the validity of the remainder of this Agreement. <br /> • Governing Law <br /> This Agreement shall be governed by and construed in accordance with the laws of the State of Washington,and the <br /> ordinances of the City of Everett,except to the extent federal law applies. <br /> • Counterparts <br /> This Agreement may be executed in counterparts,and each such counterpart shall be deemed to be an original. <br /> • Future Support <br /> The Grantor makes no commitment of future support and assumes no obligation for future support of the activity <br /> contracted herein except as set forth in this Agreement. <br /> • Addresses <br /> Written notices,requests,grievances or adjustments to the Community Development Division shall be made to: <br /> Economic Development Department <br /> City of Everett <br /> 2930 Wetmore Avenue,Suite 10-A <br /> Everett,WA 98201 <br /> Written notices,requests,grievances or adjustments to the Grantee shall be made to: <br /> Robert Butters <br /> 1905 Hewitt <br /> Everett,WA 98201 <br /> Notice shall be effective when hand-delivered during normal business hours or two(2)business days after mailing,postage <br /> prepaid,to the proper address.Either party may change its address for notices by written notice as specified above. <br /> • SUBROGATION <br /> In consideration of Grantee's receipt of funds from the City,Grantee hereby assigns to the City all of its future rights to <br /> reimbursement and all payments received from any grant,subsidized loan,or insurance policies of any type or coverage or <br /> under any reimbursement or relief program related to or administered by the Federal Emergency Management Agency,the <br /> Small Business Administration,or the Washington State Department of Commerce,to the extent of proceeds paid to Grantee <br /> under this Agreement and that are determined in the sole discretion of the City to be a duplication of benefits("DOB"). <br /> Upon receiving any DOB proceeds,Grantee agrees to immediately notify the City.If some or all of the proceeds are <br />