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<br />General Provisions - 6
<br />19. Compliance with the Washington State Public Records Act. Supplier acknowledges that the City
<br />is 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 Supplier. Supplier shall
<br />cooperate with the City so that the City may comply with all of its obligations under the Act.
<br />Within ten (10) days after receipt of notice from the City, Supplier shall deliver to the City copies
<br />of all records relating to this Agreement or relating to the Work that the City determines qualify
<br />as the City’s public records under the Act. If the City receives a public records request relating to
<br />this Agreement or relating to the Work, the City shall seek to provide notice to Supplier at least
<br />ten (10) days before the City releases records pursuant to such public records request, but in no
<br />event will the City have any liability to Supplier for any failure of the City to provide such notice.
<br />In addition to its other indemnification and defense obligations under this Agreement, Supplier
<br />shall indemnify and defend the City from and against any and all losses, penalties, fines, claims,
<br />demands, expenses (including, but not limited to, attorney’s fees and litigation expenses), suits,
<br />judgments, or damage arising from or relating to any failure of Supplier to comply with this
<br />Section.
<br />20. Compliance with Grant/Loan Terms and Conditions. Supplier shall comply with any and all terms,
<br />conditions, terms and requirements of any federal, state or other agency grant or loan that wholly
<br />or partially funds Supplier’s work hereunder. If the grant or loan requires that the agency be a
<br />third-party beneficiary to this Agreement, then the agency is a third-party beneficiary to this
<br />Agreement.
<br />21. Equal Employment Opportunity. Supplier 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. Supplier shall comply with and shall not violate any
<br />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 Supplier 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 />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 Supplier.
<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 Supplier 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 />Exhibit C to Services Agreement
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