EGM Inc dba Meng Analysis 6/25/2019

18. Waiver. Any waiver by Service Provider or the City or the breach of any provision of this Agreement by the other party will not operate,or be construed,as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. 19. Complete Agreement. This Agreement contains the complete and integrated understanding and Agreement between the parties and supersedes any understanding,Agreement or negotiation whether oral or written not set forth herein. 20. Equal Employment Opportunity. Service Provider shall not discriminate against any employee, applicant for employment, independent Service Provider, or proposed independent Service Provider, on the basis of race, color,religion, sex,age,disability,marital state, or national origin. 21. Modification of Agreement. This Agreement may be modified as provided in paragraph 6,or by a writing explicitly identified as a modification of this Agreement that is signed by authorized representatives of the City and Service Provider. 22. Severa ility. If any part of this Agreement is found to be in conflict with applicable laws,such part shall be inoperative,null and void,insofar as it is in conflict with said laws,the remainder of the Agreement shall remain in full force and effect. 23. Notices. A. Notices to the City of Everett shall be sent to the following address: City of Everett Attn.: Jeff Harris 3101 Cedar Street Everett,WA 98201 B. Notices to Service Provider shall be sent to the following address: Service Provider Attn.: Sarah Partap 2001 Western Ave Suite 200 Seattle, WA 98121 24. Venue. It is agreed that venue for any lawsuit arising out of this Agreement shall be Snohomish County. 25. Governing Law. The laws of the State of Washington,without giving effect to principles of conflict of laws,govern all matters arising out of or relating to this Agreement. 26. Signature. At the sole discretion of the City,the City may consent to the Service Provider's signature on this Agreement being by email,fax,photocopy, pdf or other electronic means,in which case such Service Provider signature will be deemed an original signature for all purposes. The City will be deemed to have given such consent effective upon execution of this Agreement by the Mayor of the City. Page 6 RFP#2019-017 Asset Condition Assessment Professional Services Agreement Short Form