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False Alarm Management-Outsource Services <br />Contract Agreement Page 8 of 18 <br /> <br />26. Governing Law. <br />The substantive laws of the State of Washington shall govern this Contract without regard to the <br />law of conflicts. Venue shall be in the appropriate court in Snohomish County, WA. Such <br />actions shall neither be commenced in nor removed to federal court. <br /> <br />27. Severability. <br />If any provision of this Contract is held invalid or otherwise unenforceable, the enforceability of <br />the remaining provisions shall not be impaired. <br /> <br />28. No Waiver. <br />The failure by any Party to exercise any right stated in this Contract shall not be deemed a <br />waiver of the right. <br /> <br />29. Complete Agreement. <br />This Contract when signed by both Parties sets forth the entire understanding of the Parties as to <br />its subject matter, conditions and obligations and may not be modified except by further written <br />agreement. <br /> <br />30. Independent Contractors. <br />In performing the Services under this Contract, the CONTRACTOR acts as an independent <br />CONTRACTOR and is solely responsible for necessary and adequate worker's compensation <br />insurance, personal injury and property damage insurance, as well as errors and omissions <br />insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal <br />and state income tax on money earned. The personnel employed by the CONTRACTOR are not <br />and shall not become employees, agents or servants of CITY because of the performance of any <br />Services by or under the performance of this Contract. <br /> <br />31. Cooperative Purchases. <br />This Contract may be used by other government agencies. The CONTRACTOR has agreed to <br />offer similar Services to other agencies under the same terms and conditions as stated herein <br />except that the revenue share percentage (“Compensation”) may be negotiated between the <br />CONTRACTOR and other agencies based on the specific revenue expectations, agency <br />reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any <br />liability in relation to specifications, delivery, payment, or any other aspect of purchases by such <br />agencies. <br /> <br /> <br /> <br /> <br />(Remainder of the page purposefully left blank)