Everett Law Association 11/29/2021

times, and Public Defender shall afford the proper facilities for such inspection and audit. Representatives of the City and/or the Washington State Auditor may copy such books, accounts and records where necessary to conduct or document an audit. Public Defender shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Social Services Agreement. In the event that any audit or inspection identifies any discrepancy in such financial records,Public Defender shall provide the City with ) appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. 4. Dates of Social Services. Unless terminated earlier pursuant to Section 5 of this Social Services Agreement, Public Defender will provide the Social Services from January 1,2022 through December 31,2023. 5. Termination of Social Services. Either party may terminate this Social Services Agreement effective on written notice if the other party materially breaches its obligations with respect to the Social Services and such material breach remains uncured 30 days after written notice thereof. The City may terminate this Social Services Agreement in whole or in part by written notice to' Public Defender stating the extent of the termination and effective date of such termination. In the event of termination, the City will pay Public Defender for Social Services provided prior to the effective date of termination in accordance with this Social Services Agreement. Termination of this Social Services Agreement is only termination of this Social Services Agreement and has no effect on the Master Agreement. 6. Electronic Signature. At the sole discretion of the City,the City may consent to the Public Defender's signature on this Social Services Agreement being by email,fax, pdf or other electronic means, in which case such Public Defender 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 Social Services Agreement by the Mayor of the City. 7. Relationship to Master Agreement. All provisions in the Master Agreement shall remain in full force and effect and are not changed by this Social Services Agreement. The following Master Agreement sections are deemed incorporated into this Social Services Agreement as though fully set forth herein: Section 4 (Nondiscrimination), Section 5 (Indemnification), Section 6 (Insurance), Section 7 (Work Performed by Public Defender), Section 8 (Work Performed at Public Defender's Risk), Section 9 (Personal Services, no Subcontracting), Section 10 (Modification), Section 11 (Entire Agreement), Section 12 (Written Notice), Section 13 (Nonwaiver of Breach), and Section 14 (Resolutions of Disputes, Governing Law).