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General Provisions - 6 <br />23.Complete Agreement. This Agreement contains the complete and integrated understanding and <br />agreement between the parties and supersedes any understanding, agreement or <br />negotiation whether oral or written not set forth herein. <br />24.Modification of Agreement. This Agreement may only be modified as provided in Section 8, or <br />by a writing explicitly identified as a modification or amendment of this Agreement that is signed <br />by authorized representatives of the City and Service Provider. <br />25.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 />26.Notices. <br />A.Notices to the City shall be sent to the City Project Manager address in the Basic Provisions. <br />B.Notices to Service Provider shall be sent to its address in the Basic Provisions. <br />27.Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of <br />Snohomish County, Washington. <br />28.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 />29.City Marks. Service Provider will not use any trade name, trademark, service mark, or logo of the <br />City (or any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or <br />otherwise, without the City's express prior written consent. <br />30.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 />31.Federal Debarment. Service Provider shall immediately notify the City of any suspension <br />or debarment or other action that excludes Service Provider or any Service Provider subcontractor <br />from participation in Federal contracting. Service Provider shall verify all subcontractors that are <br />intended and/or used by Service Provider for performance of Work are in good standing and are not <br />debarred, suspended or otherwise ineligible by the Federal Government. Debarment shall be <br />verified at https://www.epls.gov/epls/search.do. Service Provider shall keep proof of such <br />verification within Service Provider records. <br />32.Signature/Counterparts. This Agreement and any amendment may be signed in counterparts, each <br />of which shall be deemed an original, and all of which, taken together, shall be deemed one and the <br />same document. Signatures with AdobeSIgn are fully binding. Any ink, electronic, faxed, scanned, <br />photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be <br />deemed an original signature and will be fully enforceable as an original signature. <br />33.Insurance Requirements. Contained on next pages.