2018/12/12 Council Agenda Packet

A option,the City may deduct from the final payment due the Contractor(i) any damages, expenses or costs arising out of any such violations,breaches or non-performance and(ii) any other set- offs or credits including,but not limited to,the costs to the City of selecting and compensating another contactor to complete the work of the Agreement. 22. Notices. All notices and other communications shall be in writing and shall be sufficient if given, and shall be deemed given, on the date on which the same has been mailed by certified mail,return receipt requested,postage prepaid, addressed as follows: If to the City: Julio Cortes Senior Communications Officer Communications&Marketing 2930 Wetmore Ave, Suite 10-A Everett,WA 98201 If to the Contractor: Gibson Media 108 South Washington Street, Suite 204 Seattle,WA 98104 Attention: Todd Gibson President&CEO The City or the Contractor may,by notice to the other given hereunder,designate any further or different addresses to which subsequent notices or other communications shall be sent. 23. Confidentiality. The Contractor shall not disclose,transfer, sell or otherwise release to any third party any confidential information gained by reason of or otherwise in connection with the Contractor's performance under this Agreement. The Contractor may use such information solely for the purposes necessary to perform its obligations under this Agreement. The Contractor shall promptly give written notice to the City of any judicial proceeding seeking disclosure of such information. 24. Public Records Act. This Agreement and all public records associated with this Agreement shall be available from the City for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW(the"Act"). To the extent that public records then in the custody of the Contractor are needed for the City to respond to a request under the Act, as determined by the City,the Contractor agrees to make them promptly available to the City. If the Contractor considers any portion of any record provided to the City under this Agreement, whether in electronic or hard copy form,to be protected from disclosure under law, the Contractor shall clearly identify any specific information that it claims to be confidential or proprietary. If the City receives a request under the Act to inspect or copy the information so identified by the Contractor and the City determines that release of the infolration is required by the Act or otherwise appropriate,the City's sole obligations shall be to notify the Contractor(a) of the request and(b)of the date that such information will be released to the requester unless the Contractor obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order enjoining disclosure,the City will release the Page 8 PSA GIBSON MEDIA 2018 9