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22. Governing Law; Venue. <br />This Agreement shall be governed by the laws of the State of Washington. The venue of <br />any action arising out of this Agreement shall be in the Superior Court of the State of Washington, <br />in and for Snohomish County. <br />23. Severability. <br />Should any clause, phrase, sentence or paragraph of this agreement be declared invalid or <br />void, the remaining provisions of this Agreement shall remain in full force and effect. <br />24. Survival. <br />Those provisions of this Agreement that by their sense and purpose should survive <br />expiration or termination of the Agreement shall so survive. <br />25. Nonwaiver of Breach. <br />The failure of either party hereto to insist upon strict performance of any of the covenants <br />or agreements contained in this Agreement, or to exercise any option conferred by this Agreement, <br />in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, <br />agreements or options, and the same shall be and remain in full force and effect. <br />26. Time of the Essence. <br />Time is of the essence in the performance of each party's obligations under this Agreement. <br />Each party will carry out its obligations under this Agreement diligently and in good faith. <br />27. After -the -Agreement Requirements. <br />Each party's obligation to the other shall not end until all close-out requirements are <br />completed. <br />CITY OF EVERETT: SNOHOMISH HEALTH DISTRICT: <br />Cassie Franklin <br />Mayor <br />Date <br />Shawn Frederick Date <br />Administrative Officer <br />Approved as to form only: Approved as to form only: <br />Legal Date Legal Counsel to the District Date <br />City of Everett / Snohomish Health District ILA 2021 Page 11 of 11 <br />