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2 <br /> Service Provider. Service Provider shall cooperate with the City so that the City may comply • <br /> with all of its obligations under the Act. Within ten (10) days after receipt of notice from the <br /> • <br /> City, Service Provider shall deliver to the City copies of all records relating to this Agreement or <br /> relating to the Work that the City determines qualify as the City's public records under the Act. <br /> If the City receives a public records request relating to this Agreement or relating to the Work, <br /> the City shall seek to provide notice to Service Provider at least ten (10) days before the City <br /> releases records pursuant to such public records request, but in no event will the City have any <br /> 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 this Agreement, Service Provider shall <br /> indemnify and defend the City from and against any and all losses, penalties, fines, claims, <br /> demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits, <br /> judgments, or'damage arising from or relating to any failure of Service Provider to comply with <br /> this Section 18. <br /> 19. Compliance with Grant Terms and Conditions. Service Provider shall comply with any <br /> and all conditions, terms and requirements of any federal, state or other grant that wholly or <br /> partially funds Service Provider's work hereunder. <br /> • <br /> 20. Waiver. Any waiver by the Service Provider or the City or the breach of any provision of <br /> this Agreement by the other party will not operate,or be construed,as a waiver of any subsequent <br /> breach by either party or prevent either party from thereafter enforcing any such provisions. <br /> 21. Complete Agreement. This Agreement contains the complete and integrated understanding <br /> and Agreement between the parties and supersedes any understanding,Agreement or negotiation <br /> whether oral or written not set forth herein. <br /> 22.Modification of Agreement. This Agreement may be modified as provided in¶8, or by a <br /> writing explicitly identified as a modification of this Agreement that is signed by authorized <br /> representatives of the City and the Service Provider. <br /> 23. Severability. If any part of this Agreement is found to be in conflict with applicable laws, <br /> such 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 /> 24.Notices. . <br /> A. Notices to the City of Everett shall be sent to the following address: <br /> • City of Everett <br /> Attn.: Clark Langstraat <br /> 3200 Cedar Street <br /> Everett,WA 98201 <br /> • <br /> B. Notices to the Service Provider shall be sent to the following address: <br /> • <br /> Erik Utter&Associates <br /> Page 8 <br /> (Form Approved by City Attorney's Office January 7,2010,updated June7,2012) <br /> 13 <br />