Transpo Group USA, Inc. 11/2/2023

Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years “documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents” of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until the six (6) year retention period. For purposes of this AGREEMENT, “documents” means every writing or record of every type and description, including electronically stored information (“ESI”), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT ‘s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: Page 13 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised