Systems Design West LLC 6/22/2022

Consultant warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards, applicable law, and this Agreement. To the extent Services provided by Consultant are advisory, no specific result is assured or guaranteed. Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED. 13. NOTICE. Any notice, demand, request, consent, approval, or other communication that either Party desires or is required to give to the other Party related to any of the content of this agreement shall be presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below. Either Party may change its address by notifying the other Party of its change of address in writing. Provider: City of Everett 2801 Oakes Ave Everett, WA 98201 Consultant: Systems Design West, LLC 19265 Powder Hill PI NE Poulsbo, WA 98370 14. NONWAIVER. No delay or omission of the right to exercise any power by either Party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Agreement by either Party shall not be construed by the other Party as a waiver of a subsequent breach of the same covenant, term or condition. 15. MODIFICATION OF AGREEMENT. This Agreement may only be amended by the Parties with a written amendment signed by both Parties, with the Mayor signing the amendment on behalf of the City. 16.APPLICABLE LAW.The laws of the State of Washington shall govern the construction,validity, performance and enforcement of this Agreement. Venue as to any action, claim, or proceeding arising out of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief, shall only be Snohomish County Superior Court. 17. CONFLICT OF INTEREST. The Consultant covenants, warrants and represents that the Consultant or any employees of Consultant has no interest and shall not acquire any interest, direct or indirect,which would conflict in any manner with the subject matter or the performance of this Agreement. The Consultant further covenants, warrants and represents that in the performance of this Agreement, no person having any such interest shall be employed by the Consultant in the future. 18. ASSIGNMENT. This Agreement may not be assigned by Consultant without the prior written consent of the Provider, which may be withheld in the Provider's sole discretion. Provider may 7