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of the Agency's employees shall be entitled to any benefits or rights enjoyed <br /> by employees of the County. The Agency will be solely and entirely <br /> responsible for its acts and for the acts of its agents, employees, servants, <br /> contractors and subcontractors during the performance of this Agreement. <br /> Neither party shall have the power to bind or obligate the other party except <br /> as set forth in this Agreement. No joint venture is being undertaken as a <br /> result of this Agreement and the parties are not general partners. Nothing <br /> herein shall be construed as reserving to the County the right to control the <br /> Agency's business. <br /> C. Severability <br /> It is understood and agreed by the parties hereto that if any part, term, or <br /> provision of this Agreement is held by a court to be invalid or void, the validity <br /> of the remaining provisions shall not be affected, and the rights and <br /> obligations of the parties shall remain in full force and effect and shall be <br /> construed and enforced as if the Agreement did not contain the particular <br /> provision held to be invalid. <br /> If it should appear that any provision hereof is in conflict with any statute or <br /> ordinance of the United States, the state of Washington, or Snohomish <br /> County, said provision which may conflict therewith shall be deemed modified <br /> to conform to such statutory provision. <br /> D. Entire Agreement— Modification <br /> This Agreement constitutes the entire agreement between the parties as to <br /> the subject matter hereof and supersedes all prior discussions and <br /> understandings between them. This Agreement may not be amended or <br /> modified in any manner except by an instrument in writing signed by a duly <br /> authorized officer or representative of each of the parties hereto. The County <br /> and the Agency agree that this Agreement shall be modified if necessary to <br /> achieve compliance with HUD requirements. <br /> E. Notices <br /> Written notices and other written communications by and between the parties <br /> hereto shall be in writing, shall be personally delivered or sent by certified <br /> mail, return receipt requested, postage prepaid, and shall be deemed given <br /> when so delivered or received. All notices shall be addressed as follows: <br /> Exhibit A-3 <br /> HCS-16-42-1601-198(3) <br /> City of Everett <br /> Page 22 of 23 <br />