Evergreen Arboretum and Gardens Society 4/11/2019

12. Audits and Inspections. At any time during normal business hours and as often as the City may deem necessary, the Grant Recipient shall make available to the City for the City's examination, all of the Grant Recipient's records and documents with respect to all matters covered by this Agreement and, furthermore, the Grant Recipient will permit the City to audit, examine, and make copies, excerpts or transcripts from such records, and to make audits of all contracts,invoices,materials,payrolls,records of personnel, conditions of employment, and other date relating to all matters covered by this Agreement. 13. Compliance with Federal, State, and Local Laws. The Grant Recipient shall comply with and obey all federal, state,and local laws,regulations, and ordinances. 14. Compliance with the Washington State Public Records Act. Grant Recipient 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 the Grant Recipient. The Grant Recipient shall cooperate with the City so that the City may comply with all of its obligations under the Act. To ensure the City's compliance, the Grant Recipient shall, within ten (10) days after receipt of notice from the City,deliver to the City copies of all records relating to this Agreement or relating to the Work,which 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 the Grant Recipient 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 the Grant Recipient for any failure of the City to provide such notice. In addition to its other indemnification and defense obligations under this Agreement, Grant Recipient 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 Grant Recipient to comply with this Section 14. 15. Waiver. Any waiver by the Grant Recipient or the City or the breach of any provision of this Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. 16. 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. 17. Modification of Agreement. This Agreement may be modified as provided in Section 6, or by a writing explicitly identified as a modification of this Agreement that is signed by authorized representatives of the City and the Grant Recipient. Page 6 of 7