2010/06/16 Council Agenda Packet

Z 17. Com fiance with Federal State and LoLal _Laws. and ordinances applicablerovier all comply with to the operation odf obey all federal, state and local laws, regulations, its business and to its performance of work hereunder. 18. Compliance with the Washin ton State Public Records Act. Service Provider acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW (the "Act"). All records owned, used or retained by the City are public records subject to disclosure unless exempt under the Act, whether or not such records are in the possession or control of the City or Service Provider. Service Provider shall cooperate with the City so that the City may comply with all of its obligations under the Act. Within ten (10) days after receipt of notice from the City, Service Provider shall deliver to the City copies of all records relating to this Agreement or relating to the Work that the City determines qualify as the City's public records under the Act. If the City receives a public records request relating to this Agreement or relating to the Work, the City shall seek to provide notice to Service Provider at least ten (10) days before the City releases records pursuant to such public records request, but in no event will the City have any liability to Service Provider for any failure of the City to provide such notice. In addition to its other indemnification and defense obligations under this Agreement, Service Provider shall indemnify and defend the City from and against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or damage arising from or relating to any failure of Service Provider to comply with this Section 18. der all comply with any 19. Compliance with Grant Termsad C o dan10 federal, stateice orlotherhgrant that wholly or and all conditions, terms and requirementsY partially funds Service Provider's work hereunder. any of 20. Waiver. Any waiver by the Service Provider erat the City beor theconstrued, areach s f a waiver of lJany this Agreement by the other party will i oto p subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. 21. Complete Agreement. This Agreement contains the complete and integrated understanding and Agreement between the parties and supersedes any understanding, Agreement or negotiation whether oral or written not set forth herein. 22. Modificationof Agreement. This Agreement may be modified as provided in % or by a writing explicitly identified as a modification of this Agreement that is signed by authorized representatives of the City and the Service Provider. 23. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, and the remainder of the Agreement shall remain in full force and effect. 24. Notices. A. Notices to the City of Everett shall be sent to the following address: Page 8 7 q (Form Approved by City Attorney's Office January 7, 20'10)