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6. Incorporation Of Provisions: The Contractor shall include the provisions of paragraphs
<br /> (1)through(6) in every subcontract, including procurements of materials and leases of
<br /> equipment, unless exempt by the Regulations or directives issued pursuant thereto. The
<br /> Contractor shall take such action with respect to any subconsultant or procurement as the
<br /> City or Federal Highway Administration may direct as a means of enforcing such
<br /> provisions including sanctions for noncompliance;provided, however,that, in the event a
<br /> Contractor becomes involved in,or is threatened with, litigation with a subconsultant or
<br /> supplier as a result of such direction,the Contractor may request the City to enter into
<br /> such litigation to protect the interests of the City, and in addition, the Contractor may
<br /> request the United States to enter into such litigation to protect the interests of the United
<br /> States.
<br /> C. Unfair Employment Practices: The Contractor shall comply with RCW 49.60.180.
<br /> 15. Required Certifications. Attached hereto as Exhibit D-1, are the Certifications of the Consultant
<br /> and the City, Exhibit D-2 Certification regarding debarment, suspension and other responsibility matters-
<br /> primary covered transactions, Exhibit D-3 Certification regarding the restrictions of the use of Federal
<br /> funds for lobbying, and Exhibit D-4 Certificate of Current Cost or Pricing Data. Contractor shall execute
<br /> and return these certificates with the signed Agreement. The certificates are incorporated herein by
<br /> reference.
<br /> 16. Audits and Inspections. For a period of time extending through the duration of this Agreement and
<br /> beyond to three years after completion of the Work, at any time during normal business hours and as
<br /> often as the City may deem necessary, the Contractor shall make available to the City for the City's
<br /> examination all of the Contractor's records and documents with respect to all matters covered by this
<br /> Agreement and, furthermore, the Contractor will permit the City to audit, examine and make copies,
<br /> excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials,payrolls,
<br /> records of personnel, conditions of employment and other data relating to all matters covered by this
<br /> Agreement.
<br /> 17. Access. The Contractor shall enter into an access agreement with the City. The access agreement
<br /> will be for the purpose of allowing Contractor, its subcontractors and subconsultants,to enter upon the
<br /> City's Riverfront Property,as legally described and depicted in Exhibit C, and engage in activities
<br /> consistent with the Contractor's Work for the period prior to the closing of the sale of said Property to
<br /> OliverMcMillan. The Contractor will also negotiate an access agreement with OliverMcMillan for access
<br /> to the Riverfront Property for Work that will continue post-closing. Any access agreement with the City
<br /> for the period prior to closing and any access agreement with OliverMcMillan for the period post-closing
<br /> must contain,but are not limited to,the following provisions:
<br /> A. Contractor, and its subcontractors, subconsultants,representatives and agents,will not
<br /> make any material changes to the physical condition of the Riverfront Property except as contemplated
<br /> by the Property Disposition Agreement between the City of Everett and OliverMcMillan,LLC., dated
<br /> February 21,2007("PDA")and the Consent Decree entered into between the City and Ecology dated
<br /> April 2, 2001, including the Decree's Restrictive Covenant dated January 14,2002 and final Cleanup
<br /> Action Plan("CAP/CD") and shall perform all work in compliance with the PDA and CAP/CD and
<br /> access agreement.
<br /> B. Contractor, and its subcontractors, subconsultants,representatives and agents,will use its
<br /> best efforts and professional judgment in the performance of all activities in, on,under,or relating to the
<br /> Riverfront Property and shall use the degree of care and skill ordinarily exercised under similar
<br /> circumstances by other experienced and skilled professionals performing comparable services.
<br /> C. Contractor, and its subcontractors, subconsultants,representatives and agents, shall not
<br /> perform any environmental sampling or testing on the Riverfront Property, consult with,report or provide
<br /> copies of any sampling data to any third party or governmental agency without the City's, or Riverfront
<br /> 4 9 Property Owner's, prior review and consent,unless ordered to do so by a court of competent jurisdiction.
<br /> Contractor shall ensure that any reports prepared by Contractor, subcontractors, subconsultants,or their
<br /> representatives or agents, do not contain opinions,conclusions or recommendations regarding the
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