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• <br /> 7 <br /> • 15. GOVERNING LAW. <br /> This Agreement shall be governed by and construed in accordance with the laws of the State of <br /> Washington. In the event that a dispute arises with respect to any of the provisions herein <br /> contained or any other matter affecting the relationship between BI and Agency it shall be <br /> resolved by arbitration in Seattle or Everett, Washington Denver, Colorado in accordance with <br /> the rules and procedures of the American Arbitration Association, and judgment upon the award <br /> rendered may be entered into any court having jurisdiction. All attomeye fees and associated <br /> expenses (including arbitration and or court costs,witness fees and other reasonable expenses) <br /> shall be awarded to the prevailing party. <br /> 16. GENERAL <br /> This Agreement is limited in its scope to its defined purpose. it in no way implies that either <br /> party has specific knowledge or bears responsibility for the business practices of the other party. <br /> All business practices and contract compliance outside the defined conditions of this Agreement <br /> and authorized amendments are the sole responsibility of each party. <br /> Any provision of this Agreement which is found to be prohibited by law shall be ineffective to the <br /> extent of such prohibition without invalidating the remainder of this Agreement. Preprinted <br /> terms and conditions of any purchase order or other instrument issued by Agency in connection <br /> with this Agreement which are in addition to or inconsistent with the terms and conditions of this <br /> Agreement will not be binding on Bl and will not apply to this Agreement. <br /> This Agreement may be executed in any number of and by the different parties hereto on <br /> separate counterparts, each of which when so executed shall be deemed to be an original, and <br /> such counterparts shall together constitute but one and the same instrument. <br /> 17. ENTIRE AGREEMENT. <br /> The entire agreement between the parties with respect to the subject matter hereof is contained <br /> in this Agreement and this Agreement shall be binding on and inure to the benefit of the parties <br /> hereto and their representatives, successors and assigns. <br /> 18. ASSIGNMENTISUBCONTRACTING. <br /> This Agreement may not be transferred or assigned by Agency or by operation of law to any <br /> other person, persons, firms, or corporation without the express written approval of Bl. BI shall <br /> have the right to subcontract any and all services set forth under this Agreement, so long as BC <br /> remains primarily responsible hereunder. <br /> GPSEverett,city of,WA06 7 <br /> 61 <br />