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<br />Terms and Conditions - 4 <br />E. Audits and Inspections. In addition to any other audit or inspection rights elsewhere in this <br />Agreement, at any time during normal business hours and as often as the City may deem <br />necessary, Seller shall make available to the City for the City’s examination all of Seller’s <br />records and documents with respect to all matters covered by this Agreement. <br />F. Compliance with Federal, State and Local Laws. Seller shall comply with and obey all federal, <br />state and local laws, regulations, and ordinances applicable to the operation of its business <br />and to its performance of work hereunder. <br />G. Compliance with the Washington State Public Records Act. Seller acknowledges that the <br />City is subject to the Public Records Act, chapter 42.56 RCW (the “Act”). All records owned, <br />used or retained by the City are public records subject to disclosure unless exempt under the <br />Act, whether or not such records are in the possession or control of the City or Seller. Seller <br />shall cooperate with the City so that the City may comply with all of its obligations under the <br />Act. <br />H. Equal Employment Opportunity. Seller 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. Seller 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 />I. Waiver. Any waiver by Seller 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 <br />either party or prevent either party from thereafter enforcing any such provisions. <br />J. Complete Agreement. This Agreement contains the complete and integrated understanding <br />and agreement between the parties and supersedes any understanding, agreement or <br />negotiation whether oral or written not set forth herein. <br />K. Amendment of Agreement. This Agreement may only be modified by a writing explicitly <br />identified as a modification of this Agreement that is signed by the Mayor of the City and an <br />authorized representative of Seller. <br />L. 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 <br />remainder of the Agreement shall remain in full force and effect. <br />M. Notices. <br />1. Notices to the City shall be sent to the City Project Manager address in the Basic <br />Provisions. <br />2. Notices to Seller shall be sent to its Project Manager address in the Basic Provisions. <br />N. Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of <br />Snohomish County, Washington. <br />O. Governing Law. The laws of the State of Washington, without giving effect to principles of <br />conflict of laws, govern all matters arising out of or relating to this Agreement. <br />P. Force Majeure. Whenever a period of time is prescribed for the taking of an action by either <br />party hereto, the period of time for the performance of such action shall be extended by the <br />number of days that the performance is actually delayed due to (a) general strikes, (b) acts of