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General Provisions - 7
<br />whether or not such records are in the possession or control of the City or Service Provider.
<br />Service Provider shall cooperate with the City so that the City may comply with all of its obligations
<br />under the Act. Within ten (10) days after receipt of notice from the City, Service Provider shall
<br />deliver to the City copies of all records relating to this Agreement or relating to the Work that the
<br />City determines qualify as the City’s public records under the Act. If the City receives a public
<br />records request relating to this Agreement or relating to the Work, the City shall seek to provide
<br />notice to Service Provider at least ten (10) days before the City releases records pursuant to such
<br />public records request, but in no event will the City have any liability to Service Provider for any
<br />failure of the City to provide such notice. In addition to its other indemnification and defense
<br />obligations under this Agreement, Service Provider shall indemnify and defend the City from and
<br />against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited
<br />to, attorney’s fees and litigation expenses), suits, judgments, or damage arising from or relating
<br />to any failure of Service Provider to comply with this Section.
<br />20. Compliance with Grant/Loan Terms and Conditions. Service Provider shall comply with any and
<br />all terms, conditions, terms and requirements of any federal, state or other agency grant or loan
<br />that wholly or partially funds Service Provider’s work hereunder. If the grant or loan requires that
<br />the agency be a third party beneficiary to this Agreement, then the agency is a third party
<br />beneficiary to this Agreement.
<br />21. Equal Employment Opportunity. Service Provider shall not discriminate against any employee,
<br />applicant for employment, or other person on the basis of race, color, religion, sex, age,
<br />disability, marital state, or national origin or other circumstance prohibited by applicable
<br />federal, state, or local law or ordinance. Service Provider shall comply with and shall not violate
<br />any applicable provisions of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, and all
<br />applicable federal, state, or local law or ordinance regarding non-discrimination.
<br />22. Waiver. Any waiver by Service Provider or the City or the breach of any provision of this
<br />Agreement by the other party will not operate, or be construed, as a waiver of any subsequent
<br />breach by either party or prevent either party from thereafter enforcing any such provisions.
<br />23. 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 />24. Modification of Agreement. This Agreement may only be modified as provided in Section 8, or
<br />by a writing explicitly identified as a modification or amendment of this Agreement that is signed
<br />by authorized representatives of the City and Service Provider.
<br />25. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such
<br />part shall be inoperative, null and void, insofar as it is in conflict with said laws, and the remainder
<br />of the Agreement shall remain in full force and effect.
<br />26. Notices.
<br />A. Notices to the City shall be sent to the City Project Manager address in the Basic Provisions.
<br />B. Notices to Service Provider shall be sent to its address in the Basic Provisions.
<br />27. Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of
<br />Snohomish County, Washington.
<br />28. Governing Law. The laws of the State of Washington, without giving effect to principles of conflict
<br />of laws, govern all matters arising out of or relating to this Agreement.
<br />29. City Marks. Service Provider will not use any trade name, trademark, service mark, or logo of the
<br />City (or any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or
<br />otherwise, without the City's express prior written consent.
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