Systems Design West LLC 6/22/2022

assign this Agreement directly or by operation of law with the prior written consent of Consultant, which shall not be unreasonably withheld. 19. ENTIRE AGREEMENT. This Agreement and any schedules, appendices, attachments and exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the Parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth. Except as herein otherwise expressly provided, no contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the Parties of this Agreement hereto unless reduced to writing and signed by both Parties as set forth in this Agreement. This Agreement constitutes a final, complete and exclusive statement of the agreement between the Parties and supersedes any prior agreements as of the Effective Date. 20. AUDITS AND INSPECTIONS. At any time during normal business hours and as often as the Provider may deem necessary, the Consultant shall make available to the Provider for the Provider's examination all of the Consultant's records and documents with respect to all matters covered by this Agreement and, furthermore, the Consultant will permit the Provider to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 21. CITY OF EVERETT BUSINESS LICENSE. Consultant agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. 22. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Consultant shall comply with and obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its business and to its performance of work hereunder. 23. COMPLIANCE WITH THE WASHINGTON STATE PUBLIC RECORDS ACT. Consultant acknowledges that the Provider is subject to the Public Records Act, chapter 42.56 RCW (the "Act"). Consultant will reasonably cooperate with the Provider so that the Provider can comply with its obligations under the Act. 24. SIGNATURE/COUNTERPARTS. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall be deemed one and the same document. Signatures on this Agreement or amendment thereof may be by email, fax, photocopy, pdf or other electronic means, in which case such signatures will be deemed an original signature for all purposes. (Remainder of page blank;signatures on following pages) 8