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XVII. Complete Agreement
<br />This document and referenced attachments contain all covenants stipulations, and provisions agreed upon by the
<br />parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
<br />be liable for, any statement, representation, promise or agreement not set forth herein No changes, amendments, or
<br />modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement
<br />to this AGREEMENT.
<br />XVIII. Execution and Acceptance
<br />This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
<br />to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
<br />representations, warranties, covenants, and AGREEMENT s contained in the proposal, and the supporting material
<br />submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
<br />conditions thereof.
<br />XIX. Protection of Confidential Information
<br />The CONSULTANT acknowledges that some of the material and information that may come into its possession
<br />or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
<br />from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
<br />or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is
<br />not limited to, names, addresses, Social Security numbers, e-mail addresses telephone numbers, financial profiles,
<br />credit card information, driver's license numbers, medical data law enforcement records (or any other information
<br />identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
<br />data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, State
<br />security data, or information which may jeopardize any part of the project that relates to any of these types of
<br />information. The CONSULTANT agrees to hold the State's Confidential Information m strictest confidence
<br />and not to make use of the State s Confidential Information for any purpose other than the performance of this
<br />AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such
<br />information for the purposes of carrying out this AGREEMENT and not to release, divulge, publish, transfer,
<br />sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent
<br />or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
<br />sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the tetras of which have
<br />been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and
<br />managerial safeguards to prevent unauthorized access to the State's Confidential Information
<br />Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's
<br />option. (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential
<br />Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other
<br />steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information
<br />As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following•
<br />the State's Confidential Information received in the performance of this AGREEMENT• the purpose(s) for which
<br />the State's Confidential Information was received; who received, maintained and used the State s Confidential
<br />Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall
<br />be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
<br />The AGENCY reserves the right to monitor audit or investigate the use of the State's Confidential Information
<br />collected used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
<br />investigating may include, but is not limited to, salting databases.
<br />Agreement Number: LA-9863
<br />Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14
<br />Revised 01/01/2020
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