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19. Compliance with the Washington State Public Records Act. Service Provider acknowledges that <br />the City is subject to the Public Records Act, chapter 42.56 RCW (the "Act"). All records owned, used <br />or retained by the City are public records subject to disclosure unless exempt under the Act, whether or <br />not such records are in the possession or control of the City or Service Provider. Service Provider shall <br />cooperate with the City so that the City may comply with all of its obligations under the Act. Within ten <br />(10) days after receipt of notice from the City, Service Provider shall deliver to the City copies of all <br />records relating to the 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 to the Agreement or - <br />relating to the Work, the City shall seek to provide notice to Service Provider at least ten (10) days <br />before the City releases records pursuant to such public records request, but in no event will the City <br />have any liability to Service Provider for any failure of the City to provide such notice. In addition to its <br />other indemnification and defense obligations under the Agreement, Service Provider shall indemnify <br />and defend the City 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, judgments, or damage <br />arising from or relating to any failure of Service Provider to comply with this Section 18. <br />20. Equal Employment Opportunity. Service Provider shall not discriminate against any employee, <br />applicant for employment, independent Service Provider, or proposed independent Service Provider, on <br />the basis of race, color, religion, sex, age, disability, marital state, or national origin. <br />21. Waiver. Any waiver by the Service Provider or the City or the breach of any provision of the <br />Agreement by 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 />22. Complete Agreement. The 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 />23. Modification of Agreement. The Agreement may be modified as provided in ¶8, or by a writing <br />explicitly identified as a modification of the Agreement that is signed by authorized representatives of <br />the Cityand the. Service_ Provider. <br />. <br />24. Severability. If any part of the Agreement is found to be in conflict with applicable laws, such part <br />shall be inoperative, null and void, insofar as it is in conflict with said laws, and the remainder of the <br />Agreement shall remain in full force and effect. <br />25. Notices. <br />A. Notices to the City of Everett shall be sent to the notice address on the first page of the Agreement. <br />B. Notices to the Service Provider shall be sent to the notice address on the first page of the Agreement. <br />26. Venae. Venue for any lawsuit arising out of the Agreement shall be in the Superior Court of <br />Snohomish County, Washington. <br />27. Governing Law. The lags of the Statf of Washington, without giving effctt to i]riiicipk� s of cOl i � l ct <br />g0 ern all matters arising out of or relating to thegree,iiler_t. <br />14 <br />Ger-cral Grnditions F— 7 <br />