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to make audits of all contracts, invoices, materials, payrolls, records of personnel, <br />conditions of employment and other data relating to all matters covered by this <br />Agreement. <br />C.Compliance with Federal, State and Local Laws. EGM shall comply with and obey <br />all federal, state and local laws, regulations, and ordinances applicable to the <br />operation of its business and to its performance of work hereunder. <br />D.Compliance with the Washington State Public Records Act. EGM acknowledges that <br />the City is subject to the Public Records Act, chapter 42.56 RCW (the "Act"). All <br />records owned, used or retained by the City are public records subject to disclosure <br />unless exempt under the Act, whether or not such records are in the possession or <br />control of the City or EGM. EGM shall cooperate with the City so that the City may <br />comply with all of its obligations under the Act. Within ten (10) days after receipt <br />of notice from the City, EGM shall deliver to the City copies of all records relating to <br />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 <br />to this Agreement or relating to the Work, the City shall seek to provide notice to <br />EGM at least ten (10) days before the City releases records pursuant to such public <br />records request, but in no event will the City have any liability to EGM for any failure <br />of the City to provide such notice. In addition to its other indemnification and <br />defense obligations under this Agreement, EGM shall indemnify and defend the City <br />from and against any and all losses, penalties, fines, claims, demands, expenses <br />(including, but not limited to, attorney's fees and litigation expenses), suits, <br />judgments, or damage arising from or relating to any failure of EGM to comply with <br />this Section. <br />E.Equal Employment Opportunity. EGM shall not discriminate against any employee, <br />applicant for employment, or other person on the basis of race, color, religion, sex, <br />age, disability, marital state, or national origin or other circumstance prohibited by <br />applicable federal, state, or local law or ordinance. EGM shall comply with and shall <br />not violate any applicable provisions of Chapter 49.60 RCW, Title VI of the Civil <br />Rights Act of 1964, and all applicable federal, state, or local law or ordinance <br />regarding non-discrimination. <br />F.Waiver. Any waiver by EGM 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 <br />subsequent breach by either party or prevent either party from thereafter <br />enforcing any such provisions. <br />G.Complete Agreement. This Agreement and the other Loan Documents contain the <br />complete and integrated understanding and agreement between the parties and <br />supersedes any understanding, agreement or negotiation whether oral or written <br />not set forth herein. <br />H.City-County ILA. The purpose of this Agreement is to implement the City-County <br />ILA. All Loan Documents will be interpreted to be consistent with the City-County <br />ILA. If any provision in a Loan Document is inconsistent with the City-County ILA, <br />as it may be amended from time-to-time, EGM will execute an amendment to such <br />Loan Document in the form provided by the City to amend the Loan Document as <br />necessary to be consistent with the City-County ILA. <br />11