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General Provisions - 3 <br />(iii) inherent vice, pre-existing flaw or condition, (iv) radioactive contamination, wars, terrorism, <br />strikes, riots, or civil commotion, and (v) repair, restoration or retouching processes other than <br />those repair, restoration or retouching processes undertaken as emergency conservation <br />measures. The City shall not be liable for loss of or damage to the Work due to the willful <br />misconduct or negligence of the Lender. This Agreement shall in no way inure directly or indirectly <br />to the benefit of any carrier or other bailee. <br />16. Waiver. Any waiver by the Lender or the City or the breach of any provision of this Agreement by <br />the other party will not operate, or be construed, as a waiver of any subsequent breach by either <br />party or prevent either party from thereafter enforcing any such provisions. <br />17. Complete Agreement. This Agreement contains the complete and integrated understanding and <br />agreement between the parties and supersedes any understanding, agreement or negotiation <br />whether oral or written not set forth herein. <br />18. Modification of Agreement. This Agreement may only be modified by a writing explicitly <br />identified as a modification of this Agreement that is signed by authorized representatives of the <br />City and the Lender. <br />19. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such <br />part shall be inoperative, null and void, insofar as it is in conflict with said laws, and the remainder <br />of the Agreement shall remain in full force and effect. <br />20. Notices. <br />A. Notices to the City of Everett shall be sent to the City Project Manager address in the Basic <br />Provisions. <br />B. Notices to the Lender shall be sent to Lender’s address in the Basic Provisions. <br />21. Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of <br />Snohomish County, Washington. <br />22. Governing Law. The laws of the State of Washington, without giving effect to principles of conflict <br />of laws, govern all matters arising out of or relating to this Agreement. <br />23. City Marks/No Endorsement. The Lender will not use any trade name, trademark, service mark, <br />or 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. The fact that a Work <br />has been loaned to the City shall not indicate any endorsement by the City. <br />24. No Personal Liability. No officer, agent or employee of the City shall be personally responsible <br />for any liability arising under this Agreement, whether expressed or implied, nor for any <br />statement or representation made or in any connection with this Agreement. <br />25. Force Majeure. Each party shall be excused from delays in performing or from its failure to perform <br />hereunder to the extent that such delays or failures result from causes beyond the reasonable control <br />of such party; provided that, in order to be excused from delay or failure to perform, such party must <br />act diligently to remedy the cause or effect of such delay or failure to the extent the party is able. In <br />the event of such delays, the timetables shall be extended by as many calendar days as the delay <br />caused by forces outside the reasonable control of the parties. <br />26. Signature/Counterparts. This Agreement and any amendment thereto may be signed in <br />counterparts, each of which shall be deemed an original, and all of which, taken together, shall be <br />deemed one and the same document. AdobeSign signatures are fully binding. Any ink, electronic, <br />faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any <br />amendment hereto will be deemed an original signature and will be fully enforceable as an original <br />signature. <br />END OF GENERAL PROVISIONS <br />(SCULPTURE LOAN AGREEMENT)