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34. Records; Audits <br /> 34.1. The City may require such information,records, and documents from Company from <br /> time to time as are appropriate to reasonably monitor compliance with the terms of <br /> this Agreement. <br /> 34.2. Company shall provide such records within twenty(20)business days of a request by <br /> the City for production of the same unless additional time is reasonably needed by <br /> Company, in which case,Company shall have such reasonable time as needed for the <br /> production of the same, but no longer than forty(40)business days. If any person <br /> other than Company maintains records on Company's behalf, Company shall be <br /> responsible for making such records available to the City. <br /> 34.3. Company shall be responsible for clearly and conspicuously identifying any records <br /> as confidential or proprietary, and shall provide a brief written explanation as to why <br /> such information is confidential and how it may be treated as such under State or <br /> federal law. In the event that the City receives a public records request under Chapter <br /> 42.56 RCW or similar law for the disclosure of information Company has designated <br /> as confidential, trade secret, or proprietary, the City will endeavor to provide written <br /> notice of such disclosure request so that Company can take appropriate steps to <br /> obtain injunctive relief to prevent disclosure of claimed confidential records. Nothing <br /> in this Section prohibits the City from complying with Chapter 42.56 RCW or any <br /> other applicable law or court order requiring the release of public records. City shall <br /> not be liable to Company for its good faith acts in determining release of records, <br /> including confidential records, is in compliance with any law or court order requiring <br /> the release of public records. The City shall comply with any injunction or court <br /> order obtained by Company and not stayed that prohibits the disclosure of any such <br /> confidential records; however, in the event a higher court overturns such injunction or <br /> court order and such higher court action is or has become final and non-appealable, <br /> Company shall reimburse the City for any fines or penalties imposed for failure to <br /> disclose such records as required hereunder within sixty(60)days of a request from <br /> the City. In addition to the indemnification obligations pursuant to Section 22, <br /> Company shall indemnify and defend the City from and against any and all losses, <br /> penalties, fines,claims, demands, expenses(including,but not limited to, attorneys' <br /> fees and litigation expenses), suits,judgments or damages arising from or relating to <br /> any failure of Company to comply with this Section. <br /> 35. Miscellaneous <br /> 35.1. Modifications <br /> This instrument contains all the agreements and conditions made between the parties <br /> hereto and may not be modified orally or in any manner other than by an agreement <br /> in writing signed by all parties thereto. No failure on the part of either party to <br /> enforce any covenant or provision herein contained,nor any waiver of any right <br /> hereunder, unless in writing signed by the waiving party, shall discharge or invalidate <br /> such covenant or provision or affect the right of either party to enforce the same in <br /> the event of any subsequent breach or default. <br /> New Cingular Wireless PCS,LLC 28 <br />