2022/03/23 Council Agenda Packet

22. Complete Agreement. This Agreement contains the complete and integrated understanding and Agreement between the parties and supersedes any understanding, Agreement or negotiation whether oral or written not set forth herein. 23. Modification of Agreement. This Agreement may be modified as provided in ¶8, or by a writing explicitly identified as a modification of this Agreement that is signed by authorized representatives of the Cities and the Service Provider. 24. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, and the remainder of the Agreement shall remain in full force and effect. 25. Notices. A. Notices to the Cities shall be sent to the following addresses: City of Everett Attn.: Sharon Whittaker 3028 Wetmore Avenue Everett, WA 98201 City of Marysville Attn: Suzanne Elsner 1015 State Avenue Marysville, WA 98270 B. Notices to the Service Provider shall be sent to the following address: Bridgeways Attn: Andrea Duffield 5801 — 23rd Drive W. #104 Everett, WA 98203 26. Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of Snohomish County, Washington. 27. Governing Law. The laws of the State of Washington, without giving effect to principles of conflict of laws, govern all matters arising out of or relating to this Agreement. 28. City Marks. The Service Provider will not use any trade name, trademark, service mark, or logo of the Cities (or any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or otherwise, without the Cities' express prior written consent. 29. No Personal Liability. No officer, agent or employee of the Cities shall be personally responsible for any liability arising under this Agreement, whether expressed or implied, nor for any statement or representation made or in any connection with this Agreement. Page 9 Everett Marysville PSA 2022