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<br />exclusively in the federal or state courts located in Snohomish
<br />County, Washington and the parties irrevocably consent to the
<br />personal jurisdiction and venue therein.
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<br />12. MISCELLANEOUS
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<br />12.1 Order of Precedence. If an exhibit hereto directly
<br />conflicts with these Terms and Conditions, such exhibit will
<br />prevail. If an Order Form directly conflicts with these Terms and
<br />Conditions or an exhibit hereto, then such Order Form will prevail
<br />over these Terms and Conditions and such exhibit.
<br />
<br />12.2 Transition Assistance. Upon expiration or termination of
<br />the Agreement, Govstream shall reasonably cooperate with City
<br />to transition data and services to City or another provider.
<br />Govstream shall provide City data in a commonly used, machine-
<br />readable format such as CSV, XML, JSON, or another format
<br />approved by Everett. Govstream shall not withhold City da ta
<br />because of a payment dispute.
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<br />12.3 Public Records. Govstream acknowledges that City is
<br />subject to the Washington Public Records Act, chapter 42.56
<br />RCW, and that records related to this Agreement may be subject
<br />to disclosure pursuant to applicable law.
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<br />12.4 Amendment. This Agreement may be amended only by a
<br />written document signed by the Mayor of the City of Everett and
<br />by an authorized representative of Govstream. Govstream’s online
<br />terms, click-through terms, terms of use, privacy policies, or other
<br />online documents do not modify this Agreement unless expressly
<br />incorporated in writing and approved by Customer.
<br />
<br />12.5 Assignment. Except as expressly stated in this
<br />Agreement, neither party may otherwise assign, transfer, or
<br />delegate its rights or obligations under this Agreement, in whole
<br />or in part, without the prior written consent of the other party, and
<br />any attempted assignment or delegation without such consent shall
<br />be null and void. Notwithstanding the foregoing, either party may
<br />assign this Agreement, including all of its rights and obligations
<br />hereunder, without consent, in connection with a corporate
<br />reorganization, consolidation, merger, or sale of substantially all
<br />of its assets, provided that the assignee agrees in writing to assume
<br />and be bound by all rights and obligations of the assigning party
<br />under this Agreement without limitation.
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<br />12.6 Force Majeure. Neither party will be liable to the other
<br />party on account of any loss or damage resulting from any delay
<br />or failure to perform all or any part of this Agr eement (except for
<br />payment obligations) to the extent such delay or failure is caused,
<br />in whole or in part, by events, occurrences, or causes beyond the
<br />reasonable control of, and without the negligence of, the parties.
<br />Such events, occurrences, or causes include acts of God,
<br />telecommunications outages, Internet outages, power outages, any
<br />irregularity in the announcing or posting of updated data files by
<br />the applicable agency, strikes, lockouts, riots, pandemics, acts of
<br />war, floods, earthquakes, fires, and explosions.
<br />
<br />12.7 Independent Contractor Relationship. Govstream is an
<br />independent contractor and nothing in this Agreement will be
<br />construed as establishing an employment, partnership,
<br />representative, joint venture or agency relationship between
<br />Govstream and City. The City has no authority to bind Govstream
<br />by contract or otherwise.
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<br />12.8 No Discrimination. Govstream agrees not to unlawfully
<br />discriminate against or harass any employee or any other person
<br />in the performance of this Agreement because of race, creed, color
<br />national origin, marital status, sex, age, disability or any other
<br />circumstances as may be defined by federal, state or local law.
<br />
<br />12.9 Severability. If any provision of this Agreement is held
<br />by a court of competent jurisdiction to be contrary to law, invalid
<br />or otherwise unenforceable, such provision will be interpreted so
<br />as to best accomplish the objectives of the original provision to the
<br />fullest extent allowed by law, and in any event the remaining
<br />provisions of this Agreement will remain in full force and effect.
<br />
<br />12.10 Entire Agreement. This Agreement is the complete
<br />agreement between the parties regarding the services. It replaces
<br />all prior discussions, proposals, quotes, negotiations, and
<br />understandings, whether oral or written, which relate to the
<br />Software, Services and all matters within the scope of this
<br />Agreement.
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<br />12.11 Notices. All notices hereunder will be in writing and will
<br />be deemed effectively given: (a) when received, if delivered by
<br />hand, with signed confirmation of receipt; (b) when received, if
<br />sent by a nationally recognized overnight courier, signature
<br />required; (c) when sent, if by email, (with confirmation of
<br />transmission), if sent during the addressee’s normal business
<br />hours, and on the next business day, if sent after the addressee’s
<br />normal business hours; and (d) on the third (3rd) day after the date
<br />mailed by certified or registered mail, return receipt requested,
<br />postage prepaid. Without limiting the foregoing, any notices
<br />delivered by hand, sent by a nationally recognized courier or sent
<br />by certified or registered mail must also be sent via email to the
<br />applicable email address(es) listed below. Unless otherwise
<br />provided herein, any notices under this Agreement will be
<br />addressed to Govstream as follows or to City as set forth in the
<br />applicable Order Form (or to such other address or person as a
<br />party may designate from time to time):
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<br />If to the City:
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<br />IT Director
<br />Address: 2930 Wetmore AVE STE 6A,
<br />Everett, WA 98201
<br />Email: ITNotices@everettwa.gov
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<br />If to Govstream:
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<br />Govstream.ai, Inc.
<br />Attention: Safouen Rabah, CEO
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