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General Provisions - 2 <br />prevent the use of Artist’s name as the author of any work of visual art not created by the <br />Artist). <br />5. Compliance with the Washington State Public Records Act. Artist acknowledges that the City is <br />subject to the Public Records Act, chapter 42.56 RCW (the “Act”). All records owned, used or <br />retained by the City are public records subject to disclosure unless exempt under the Act, whether <br />or not such records are in the possession or control of the City or Artist. Artist shall cooperate <br />with the City so that the City may comply with all of its obligations under the Act. Within ten (10) <br />days after receipt of notice from the City, Artist shall deliver to the City copies of all records <br />relating to this Agreement or relating to the Work that the City determines qualify as the City’s <br />public records under the Act. If the City receives a public records request relating to this <br />Agreement or relating to the Work, the City shall seek to provide notice to Artist at least ten (10) <br />days before the City releases records pursuant to such public records request, but in no event will <br />the City have any liability to Artist for any failure of the City to provide such notice. In addition to <br />its other indemnification and defense obligations under this Agreement, Artist shall indemnify <br />and defend the City from and against any and all losses, penalties, fines, claims, demands, <br />expenses (including, but not limited to, attorney’s fees and litigation expenses), suits, judgments, <br />or damage arising from or relating to any failure of Artist to comply with this Section. <br />6. Waiver. Any waiver by the Artist or the City or the breach of any provision of this Agreement by <br />the other party will not operate, or be construed, as a waiver of any subsequent breach by either <br />party or prevent either party from thereafter enforcing any such provisions. <br />7. Complete Agreement. This Agreement contains the complete and integrated understanding and <br />agreement between the parties and supersedes any understanding, agreement or negotiation <br />whether oral or written not set forth herein. <br />8. Modification of Agreement. This Agreement may only be modified by a writing explicitly <br />identified as a modification of this Agreement that is signed by authorized representatives of the <br />City and the Artist. <br />9. Notices. Notices to the City of Everett shall be sent to the City Project Manager address in the <br />Basic Provisions. Notices to the Artist shall be sent to Artist’s address in the Basic Provisions. <br />10. Venue/Governing Law. Venue for any lawsuit arising out of this Agreement shall be in the <br />Superior Court of Snohomish County, Washington. The laws of the State of Washington, without <br />giving effect to principles of conflict of laws, govern all matters arising out of or relating to this <br />Agreement. <br />11. City Marks. The Artist will not use any trade name, trademark, service mark, or logo of the City <br />(or any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or <br />otherwise, without the City's express prior written consent. <br />12. No Personal Liability. No officer, agent or employee of the City shall be personally responsible <br />for any liability arising under this Agreement, whether expressed or implied, nor for any <br />statement or representation made or in any connection with this Agreement. <br />13. Signature/Counterparts. This Agreement and any amendment thereto may be signed in <br />counterparts, each of which shall be deemed an original, and all of which, taken together, shall be <br />deemed one and the same document. AdobeSign signatures are fully binding. Any ink, electronic, <br />faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any <br />amendment hereto will be deemed an original signature and will be fully enforceable as an original <br />signature. <br />END OF GENERAL PROVISIONS <br />(ART PURCHASE AGREEMENT)