12-032 - Highline Community College - 2012 Small Business Development

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resulted from the concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and employees. 7. Record Keepine and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 10. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 11. Assienment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 12. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 13. Notices. Notices to the City of Tukwila shall be sent to the following addresses: Official: City Clerk, City of Tukwila Copy to: Derek Speck, Mayor's Office 6200 Southcenter Blvd. 6200 Southcenter Blvd. Tukwila, Washington 98188 Tukwila, Washington 98188 Notices to the Contractor shall be sent to the following addresses: Billing: Crystal Kitterman Other Issues: James Peyton Highline Community College Highline Community College PO Box 9800 MS 99 -101 PO Box 9800 MS 99 -101 Des Moines, WA 98188 Des Moines, WA 98188 14. Applicable Law; Venue; Attornev's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, C:\ Users \ckitterm\AppData \Local\Microsoft \Windows \Temporary Internet Files \Content.Outlook\LTWSEOUC \SBDC Tukwila 2012 Q.doc 3/9/2012 Page 2 of 5