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DocuSign Envelope ID: 87 A62A7 A-FC32-4CDC-B206-9FB91 AB3C6B6 <br />23.Complete Agreement. This Agreement contains the complete and integrated understanding <br />and agreement between the parties and supersedes any understanding, agreement or negotiation <br />whether oral or written not set forth herein. <br />24.Modification of Agreement. This Agreement may only be modified as provided in il8, or by <br />a writing explicitly identified as a modification of this Agreement that is signed by authorized <br />representatives of the City and the Service Provider. <br />25.Sevcrability. If any part of this Agreement is found to be in conflict with applicable laws, <br />such part shall be inoperative, null and void, insofar as it is in conflict with said laws, and the <br />remainder of the Agreement shall remain in full force and effect. <br />26.Notices. <br />A.Notices to the City of Everett shall be sent to the following address: <br />City of Everett <br />Attn.: Joan Olsen <br />802 Mukilteo Boulevard, Suite I 00 <br />Everett, WA 98203 <br />B.Notices to the Service Provider shall be sent to the following address: <br />OAC Services Incorporated A TTN: Marta Dzheneva <br />2200 I st A venue South, Suite 200 <br />Seattle, WA 98134 <br />26.Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of <br />Snohomish County, Washington. <br />27.Governing Law. The laws of the State of Washington, without giving effect to principles of <br />conflict of laws, govern all matters arising out of or relating to this Agreement. <br />28.City Marks. The Service Provider will not use any trade name, trademark, service mark, or <br />logo of the City (or any name, mark, or logo confusingly similar thereto) in any advertising, <br />promotions, or otherwise, without the City's express prior written consent. <br />29.No Personal Liability. No officer, agent or employee of the Ci1y shall be personally <br />responsible for any liability al'ising under this Agre ement , whether expressed or implied, nor for <br />any statement or representation made or in any cotrnection with this Agreement. <br />30.Signature/Counterparts. This Agreement may be signed in counterpmis, each of which shall <br />be deemed m1 original, and all of which, taken together, shall be deemed one and the same document. <br />Execution of this Agreement by a party shall be legally valid m1d effective by (i) executing a paper <br />copy, (ii) execution by AdobeSign or DocuSign or other e-signaturc method, or (iii) transmitting an <br />executed copy by email or otherwise in pdfforrnat or other electronically scmmed format.Page 9 OAC Professional Services Agreement