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12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the <br />services contemplated by this Agreement without the written consent of the City. <br />13. Entire Agreement; Modification. This Agreement, together with attachments or addenda, <br />represents the entire and integrated Agreement between the City and the Contractor and supersedes <br />all prior negotiations, representations, or agreements written or oral. No amendment or modification <br />of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. <br />14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or <br />unenforceable or limited in its application or effect, such event shall not affect any other provisions <br />hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which <br />by their sense and context are reasonably intended to survive the completion, expiration or <br />cancellation of this Agreement, shall survive termination of this Agreement. <br />15. Notices. Notices to the City of Tukwila shall be sent to the following address: <br />City Clerk, City of Tukwila <br />6200 Southcenter Blvd. <br />Tukwila, Washington 98188 <br />Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature <br />line below. <br />16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Washington. In the event any suit, arbitration, or other <br />proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and <br />agree that venue shall be properly laid in King County, Washington. The prevailing party in any such <br />action shall be entitled to its attorney's fees and costs of suit. <br />DATED this day of , 2021. <br />CITY OF TUKWILA CONTRACTOR <br />Allan Ekberg, Mayor <br />ATTEST/AUTHENTICATED: <br />By: <br />Printed Name and Title: <br />Deanna Gregory, Partner <br />Address: 1191 2nd Avenue, Suite 2000 <br />City Clerk, Christy O'Flaherty Seattle, Washington 98101 <br />APPROVED AS TO FORM: <br />Office of the City Attorney <br />{KZS2490554.DO CX;1 /13175.000001/1 <br />2013 <br />CA Revised 1 - <br />Page 3 of 7 <br />23 <br />