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7 <br /> 18. Compliance with Grant Terms and Conditions. Brown &Caldwell shall comply with any <br /> - - and all conditions, terms and requirements of any federal, state or other grant that wholly or <br /> partially funds Brown & Caldwell's work hereunder. <br /> 19.Waiver. Any waiver by Brown & Caldwell or the City or the breach of any provision of this <br /> Agreement by the other party will not operate, or be construed, as a waiver of any subsequent <br /> breach by either party or prevent either party from thereafter enforcing any such provisions. <br /> 20. Complete Agreement. This Agreement contains the complete and integrated understanding <br /> and Agreement between the parties and supersedes any understanding, Agreement or negotiation <br /> whether oral or written not set forth herein. <br /> 21.Modification of Agreement. This Agreement may be modified as provided in 18, or by a <br /> writing explicitly identified as a modification of this Agreement that is signed by authorized <br /> representatives of the City and Brown&Caldwell. <br /> 22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, <br /> such part shall be inoperative, null and void, insofar as it is in conflict with said laws, the <br /> remainder of the Agreement shall remain in full force and effect. <br /> 23.Notices. <br /> A. Notices to the City of Everett shall be sent to the following address: <br /> City of Everett <br /> Utilities Department <br /> Attn: John McClellan,PE <br /> 3200 Cedar Street <br /> Everett,WA 98201 - <br /> B. Notices to Brown&Caldwell shall be sent to the following address: <br /> Brown & Caldwell <br /> Attn: Emil Voges,PE <br /> 701 Pike Street, Suite 1200 <br /> Seattle, WA 98101 <br /> 24.Venue. It is agreed that venue for any lawsuit arising out of this Agreement shall be <br /> Snohomish County. <br /> 25. Construction Phase Services <br /> A. Construction Contractor's Insurance. If Brown&Caldwell prepares the contract <br /> documents,Brown & Caldwell may insert a contractual requirement that the construction <br /> contractor name the City,Brown & Caldwell (City's Engineer),their directors,officers and <br /> employees as additional insureds on the construction contractor's commercial general liability <br /> 8 39 <br />