Fizz Events and Downtown Everett Association 3/30/2022

the Grant Recipient.The Grant Recipient shall cooperate with the City so that the City may comply with all of its obligations under the Act. To ensure the City's compliance, the Grant Recipient shall, within ten (10) days after receipt of notice from the City, deliver to the City copies of all records relating to this Agreement or relating to the Work, which the City determines qualify as the City's public records under the Act. If the City receives a public records request relating to this Agreement or relating to the Work, the City shall seek to provide notice to the Grant Recipient at least ten(10) days before the City releases records pursuant to such public records request, but in no event will the City have any liability to the Grant Recipient for any failure of the City to provide such notice. In addition to its other indemnification and defense obligations under this Agreement, Grant Recipient shall indemnify and defend the City from and against any and all losses,penalties, fines, claims, demands, expenses (including, but not limited to attorney's fees and litigation expenses), suits,judgments, or damage arising from or relating to any failure of Grant Recipient to comply with this Section 14. 15. Waiver. Any waiver by the Grant Recipient 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. 16. 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. 17. Modification of Agreement. This Agreement may be modified as provided in Section 6, or by a writing explicitly identified as a modification of this Agreement that is signed by authorized representatives of the City and the Grant Recipient. 18. Severability. 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, and the remainder of the Agreement shall remain in full force and effect. 19. Notices. A. Notices to the City of Everett shall be sent to the following address: City of Everett Attn.: Julio Cortes 2930 Wetmore Ave, Suite 10-A Everett, WA 98201 jcortes@everettwa.gov B. Notices to the Grant Recipient shall be sent to the following address: Jared Loranger 3213 W. Wheeler St. #184 Seattle WA 98199 j ared@fizzeventsnw.com Page 6 of 7