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<br />General Provisions - 7 <br />22. Waiver. Any waiver by Supplier 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 />23. 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 />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 Supplier. <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 Supplier 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. Supplier will not use any trade name, trademark, service mark, or logo of the City (or <br />any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or otherwise, <br />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. Supplier shall immediately notify the City of any suspension or debarment or <br />other action that excludes Supplier or any Supplier subcontractor from participation in Federal <br />contracting. Supplier shall verify all subcontractors that are intended and/or used by Supplier for <br />performance of Work are in good standing and are not debarred, suspended or otherwise ineligible <br />by the Federal Government. Debarment shall be verified at https://www.epls.gov/epls/search.do. <br />Supplier shall keep proof of such verification within Supplier records. <br />32. 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 /> <br />END OF GENERAL PROVISIONS <br /> <br />