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XVII. Complete Agreement
<br /> This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the
<br /> parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
<br /> be liable for,, any statement, representation,promise or agreement not set forth herein. No changes, amendments, or
<br /> modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement
<br /> to this AGREEMENT.
<br /> XVIII. Execution and Acceptance
<br /> This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
<br /> to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
<br /> representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material
<br /> submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
<br /> conditions thereof.
<br /> XIX. Protection of Confidential Information
<br /> The CONSULTANT acknowledges that some of the material and information that may come into its possession
<br /> or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt
<br /> from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state
<br /> or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is
<br /> not limited to, names, addresses, Social Security numbers, e-mail addresses,telephone numbers, financial profiles,
<br /> credit card information, driver's license numbers, medical data, law enforcement records (or any other information
<br /> identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security
<br /> data, non-public Specifications, STATE and AGENCY non-publicly available data,proprietary software, State
<br /> security data, or information which may jeopardize any part of the project that relates to any of these types of
<br /> information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence
<br /> and not to make use of the State's Confidential Information for any purpose other than the performance of this
<br /> AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such
<br /> information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
<br /> sell, disclose, or otherwise make it known to any other parry without the AGENCY's express written consent
<br /> or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
<br /> sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
<br /> been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and
<br /> managerial safeguards to prevent unauthorized access to the State's Confidential Information.
<br /> Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's
<br /> option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential
<br /> Information; or(ii)returned all of the State's Confidential Information to the AGENCY, or(iii)take whatever other
<br /> steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information.
<br /> As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following:
<br /> the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s)for which
<br /> the State's Confidential Information was received; who received, maintained and used the State's Confidential
<br /> Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall
<br /> be subject to inspection, review, or audit upon reasonable notice from the AGENCY.
<br /> The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information
<br /> collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or
<br /> investigating may include,but is not limited to, salting databases.
<br /> Agreement Number:
<br /> Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14
<br /> Revised 311112016 29
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