Benefit Plans Administrative Services 12/26/2018

21 1Paue h. Choice of Law. This Agreement is made in and will be governed by, and construed in accordance with, the laws of the State set forth in the Service Agreement without regard to principles of conflict or choice of law. Assignment and Delegation. No party may assign its rights or duties under this Agreement without the prior written consent of the other. This Agreement is binding upon and will inure to the benefit of the respective parties hereto and their successors and permitted assigns. j. Headings. All headings are for convenience only and may not be deemed to limit, define or restrict the meaning or contents of the Sections. k. Unenforceable Provisions. If any provision of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in effect and the illegal or unenforceable provision will be modified so as to conform to the original intent of this Agreement to the greatest extent legally permissible. Notwithstanding the foregoing, if any such modification causes a material change in the obligations or rights of any party, upon written notice from one parry to the other of the adverse effect thereof upon such notifying party, and then if the parties are not able to mutually agree as to an amendment hereto, any party may terminate this Agreement upon 30 days written notice to the other parties. Notices. Any notice required pursuant to this Agreement, except for notification required pursuant to Section 2.c, must be in writing and sent by registered or certified mail, return receipt requested, or by a nationally recognized private overnight carrier with proof of delivery, to the addresses of the parties set forth below in this Agreement. The date of notice will be the date on which the recipient receives notice or refuses delivery. All notices must be addressed as follows or to such other address as a party may identify in a notice to the other party: If to Business Associate : If to the Covered Entity : BPAS City of Everett 820 Gessner Road, Suite 1250 2930 Wetmore Avenue, Suite 5-A Houston,TX 77024 Everett, WA 98201 m. Waiver. A waiver of a breach or default under this Agreement is not a waiver of any other or subsequent breach or default. A failure or delay in enforcing compliance with any term or condition of this Agreement does not constitute a waiver of such term or condition unless it is expressly waived in writing. VEBA Administrative Service Agreement (405512)