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D. Applicable Law and Choice of Forum <br /> This Agreement and the parties' obligations hereunder shall be governed, construed, <br /> and enforced in accordance with the laws of the State of Washington. The parties agree that <br /> Snohomish County, in the State of Washington, shall be the proper forum for any action. <br /> E. Severability <br /> In the event that any provision of this Agreement is held invalid, void, illegal or <br /> unenforceable, the remainder of this Agreement shall not be impaired or affected thereby, and <br /> each term,provision, and part shall continue in full force and effect and shall be interpreted in <br /> manner consistent with the intent of the parties. <br /> F. Headings for Convenience. <br /> The section and subsection headings used herein are for referral and convenience only, <br /> and shall not enter into interpretation hereof. The exhibits referred to herein and attached,and <br /> to be attached hereto, are incorporated herein to the same extent as if set forth in full herein. <br /> G. Assignment Barred <br /> Neither party may assign or subcontract its rights or duties under this Agreement <br /> without the prior written consent of the other party, except to a successor of all or <br /> substantially all of its business and properties. <br /> H. Order of Precedence <br /> In the event of any conflict between the clauses of this Municipal Services Agreement, <br /> the Banking Services Agreements, and the Bank Proposal, the following order of precedence <br /> applies: (1)this Municipal Services Agreement; (2) the Banking Services Agreements, <br /> including without limitation the U.S. Bank Master Services Agreement; (3)the Bank Proposal <br /> and any amendments thereto in reverse chronological order, (i.e., most recent modifies the <br /> earliest); (4) the City's Request for Proposals, if any; and(5) any other documents <br /> incorporated by reference by the mutual agreement of the parties. <br /> I.Waiver <br /> The waiver by either party of any term or condition of this Agreement shall not be <br /> deemed to constitute a continuing waiver thereof nor of any further or additional right that <br /> such party may hold under this Agreement. <br /> J.Warranty of Authority <br /> Each person signing this Agreement individually and personally warrants and <br /> represents that he or she has actual and express authority to bind the entity for which he or she <br /> signs. <br /> 5 <br />