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U.S. Bank National Association <br />Attn: Colleen Doyle <br />1420 5th Ave <br />Seattle WA 98101 <br />Email: colleen.doyle@usbank.com <br />B.Construction. Each party acknowledges that it has read this Agreement, understands it, and agrees <br />to be bound by its terms. Each party acknowledges that the Agreement should not be strictly <br />construed against one party or the other but interpreted reasonably and fairly so as to give effect <br />to the manifest intentions of the parties. <br />C.Modification. This Agreement may not be modified except by a written instrument duly executed <br />by the parties hereto. <br />D.Applicable Law and Choice of Forum. This Agreement and the parties’ obligations hereunder shall <br />be governed, construed, and enforced in accordance with the laws of the State of Washington. <br />The parties agree that the state or federal courts located in Snohomish County, in the State of <br />Washington, shall be the proper forum for any action. <br />E.Severability. In the event that any provision of this Agreement is held invalid, void, illegal or <br />unenforceable, the remainder of this Agreement shall not be impaired or affected thereby, and <br />each term, provision, and part shall continue in full force and effect and shall be interpreted in <br />manner consistent with the intent of the parties. <br />F.Headings for Convenience. The section and subsection headings used herein are for referral and <br />convenience only and shall not enter into interpretation hereof. The exhibits referred to herein <br />and attached, and to be attached hereto, are incorporated herein to the same extent as if set forth <br />in full herein. <br />G.Assignment Barred. Neither party may assign or subcontract its rights or duties under this <br />Agreement without the prior written consent of the other party, except to a success of all or <br />substantially all of its business and properties. Notwithstanding the foregoing, Bank may, in the <br />ordinary course of business and without notice to the City, subcontract for third party services or <br />products that are not dedicated to the City or are not material to a particular function constituting <br />a part of the Banking Services provided hereunder. <br />H.Order of Precedence. In the event of any conflict between the clauses of this Agreement and the <br />Banking Services Agreements, the clauses of this Agreement shall prevail. <br />I.Waiver. The waiver by either party of any term or condition of this Agreement shall not be deemed <br />to constitute a continuing waiver thereof nor of any further or additional right that such party may <br />hold under this Agreement. <br />J.Warranty of Authority. Each person signing this Agreement individually and personally warrants <br />and represents that they have the actual and express authority to bind the entity for which they <br />sign. <br />K.Audits and Inspections. Bank shall retain and safeguard all records relating to its work according <br />to its internal document retention schedule as well as legal and regulatory requirements. Bank <br />shall, upon 90 days' notice, no more than once per calendar year, make available to the City or the <br />Washington State auditor for examination, at a reasonable time and place, all of Bank’s records <br />and documents reasonably pertinent to the Banking Services provided to the City hereunder.