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General Provisions - 2 <br />is bodily injury, damage to property, economic loss, general damages, special damages, or punitive <br />damages or infringement or misappropriation of any patent, copyright, trade secret, or other proprietary <br />right. The provisions of this Section shall survive the expiration or termination of this Agreement. <br />8. Independent Contractor. This Agreement neither constitutes nor creates an employer- <br />employee relationship. Grant Recipient must provide services under this Agreement as an independent <br />contractor. Grant Recipient must comply with all federal and state laws and regulations applicable to <br />independent contractors including, but not limited to, the requirements listed in this Section. Grant <br />Recipient agrees to indemnify and defend the City from and against any claims, valid or otherwise, made <br />against the City because of these obligations. <br />9. Compliance with Federal, State and Local Laws. Grant Recipient shall comply with and <br />obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its <br />business and to its performance of work hereunder. Grant Recipient acknowledges that the City is subject <br />to the Public Records Act, chapter 42.56 RCW. Grant Recipient will fully cooperate with the City so that <br />the City may comply with its obligations under the Public Records Act. <br />10. Equal Employment Opportunity. Grant Recipient shall not discriminate against any <br />employee, 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 federal, state, <br />or local law or ordinance. Grant Recipient shall comply with and shall not violate any applicable provisions <br />of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, and all applicable federal, state, or local law <br />or ordinance regarding non-discrimination. <br />11. Audits and Inspections. At any time during normal business hours and as often as the City <br />may deem necessary, the Grant Recipient shall make available to the City for the City’s examination all of <br />the Grant Recipient’s records and documents with respect to all matters covered by this Agreement and, <br />furthermore, the Grant Recipient will permit the City to audit, examine and make copies, excerpts or <br />transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of <br />personnel, conditions of employment and other data relating to all matters covered by this Agreement. <br />12. City of Everett Business License. Grant Recipient agrees to obtain a City of Everett <br />business license prior to performing any work pursuant to this Agreement. <br />13. Submission of Reports and Other Documents. The Grant Recipient shall submit all <br />reports and other documents as and when specified in this Agreement. This information shall be subject <br />to review by the City, and if found to be unacceptable, Grant Recipient shall correct and deliver to the City <br />any deficient Work at Grant Recipient’s expense with all practical dispatch. Grant Recipient shall abide by <br />the City’s determinations concerning acceptability of Work. <br />14. Miscellaneous. <br />A. Any waiver or breach of any provision will not be construed as waiver of a <br />subsequent breach or preventing enforcement of other provisions. <br />B. Venue for any lawsuit arising from this Agreement shall be Snohomish County. <br />C. This Agreement contains the complete and integrated understanding and <br />agreement between the parties and supersedes any understanding, agreement or negotiation whether <br />oral or written not set forth herein. <br />D. This Agreement may only be modified by a writing explicitly identified as a <br />modification of this Agreement that is signed by authorized representatives of the City and the Grant <br />Recipient <br />E. This Agreement is signed with AdobeSIgn. AdobeSign signatures are fully binding.