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. DocuSign Envelope ID:4BAC2565-FD27-44B8-9B6F-72145A96F3B3
<br /> dispute that includes any issue relating to the Washington Public Records Act is the courts of Washington
<br /> state.
<br /> VII. STANDARD TERMS AND CONDITIONS
<br /> A. Survival. All terms which by their nature and intent are required to be performed after termination of
<br /> this TRFA shall survive to the extent necessary to enable their fulfillment.
<br /> B. Standard of Performance.At all times,all obligations performed by Utility pursuant to this TRFA
<br /> shall be performed in a manner consistent with or exceeding the professional standards governing
<br /> such activities.
<br /> C. Authority. The individuals executing this TRFA on behalf of their respective parties hereby represent
<br /> and warrant that they have the right,power,legal capacity,and appropriate authority to enter into this
<br /> TRFA on behalf of the entity for which they sign below.
<br /> D. Modifications. No provision,requirement,or term of this TRFA,including the Contributions or
<br /> Project,may be modified,supplemented or amended,nor may it be waived or discharged, except in
<br /> writing,signed by all parties. A written waiver of a breach of one provision in this TRFA shall not
<br /> operate as a waiver of a subsequent breach of the same provision.
<br /> E. No Assignment. Utility shall not assign this TRFA in whole or in part,including by operation of law,
<br /> merger,reorganization, or change in ownership or control. Any unauthorized assignments shall be
<br /> void.
<br /> F. Integration.This TRFA,including all attachments hereto and the documents and requirements
<br /> referenced herein,contains the entire understanding between the parties relating to this TRFA. This
<br /> TRFA supersedes all prior and contemporaneous understandings,representations,negotiations,and
<br /> agreements between the parties whether written or oral. Except as to the utility trailer,in the event of
<br /> a conflict between the terms of an Exhibit or other document referenced herein and this TRFA,the
<br /> terms of this TRFA shall control.
<br /> G. Severability. The provisions of this TRFA shall be severable,and the invalidity,illegality or
<br /> unenforceability of any provision of this TRFA shall not affect the validity or enforceability of any
<br /> other provisions. If any provision of this TRFA is found to be invalid,illegal,or unenforceable,
<br /> including any prohibition or limitation on a party's ability to assume liabilities or indemnification
<br /> obligations,such provision shall be modified to the extent necessary to render it enforceable,and as
<br /> modified,this TRFA shall remain in full force and effect.
<br /> H. Notices. Any notice,request,demand,or communication required or allowed under this TRFA shall
<br /> be sent in writing to the addresses and contact information for the parties set forth in Exhibit B,and
<br /> shall be deemed sufficiently given upon delivery,if delivered by hand (signed receipt obtained),or
<br /> three (3) days after posting if properly addressed and sent certified mail return receipt requested, or
<br /> upon receipt if sent via facsimile or email,if delivery can be confirmed by the sender. Notices shall
<br /> become effective on the date of receipt,or the date specified within the notice,whichever comes later.
<br /> I. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY HERETO OR ANY OF ITS
<br /> OFFICERS,DIRECTORS,EMPLOYEES,AFFILIA f.E.S,AGENTS OR REPRESENTATIVES
<br /> BE LIABLE TO ANY OTHER PARTY,OR ANY THIRD PARTY FOR ANY SPECIAL,
<br /> 5135 Everett(8-3-2021) 3 Technology Research Funding Agreement
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