2021/06/30 Council Agenda Packet

7.6. Assignment. This Agreement shall not be assigned or otherwise transferred by either party without the prior written consent of the other, which consent shall not be unreasonably withheld provided that no such consent shall be required for either party's assignment or transfer of this Agreement in connection with a sale or transfer of all or substantially all of the business or assets of the assigning party. This Agreement shall be binding on and inure to the benefit of all the parties hereto and their permitted successors and assigns. 7.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior communications, representations, and agreements, oral or written, of the parties with respect to its subject matter. 7.8. Severability and Waiver. The invalidity of any term or provision of this Agreement will not affect the validity of any other provision. Waiver by any party of strict performance of any provision of this Agreement will not be a waiver of or prejudice any party's right to require strict performance of the same provision in the future or of any other provision of this Agreement. 7.9. Notices. Any notices permitted or required by this Agreement will be addressed as follows or to such other address as either Party may provide to the other. If to Covered Entity: If to Business Associate: Shawn Frederick Snohomish Health District 3020 Rucker Ave. Everett, WA 98201 Sarah LaVelle City of Everett 2801 Oakes Avenue Everett, WA 98201 7.10. Counterparts. This Agreement may be executed in multiple counterparts all of which together will constitute one agreement, even though all Parties do not sign the same counterpart. Electronic or facsimile transmission of any signed original document, and retransmission of any signed electronic or facsimile transmission, shall be the same as delivery of an original. 7.11. Effective Date. This Agreement is effect on execution or on the date first referenced in this Agreement. 7.12. Venue and Choice of Law. 7.12.1. This Agreement shall be governed by the laws of the State of Washington, without giving effect to any conflict -of -law provision that would result in the laws of any other jurisdiction governing this Agreement. 7.12.2. Each Party submits to the jurisdiction of any state of federal court sitting in the State of Washington, in any action or proceeding arising out of or relating to this Agreement. Each Party agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. 8. Indemnification. Page 8 of 9