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The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers
<br />confidential andlor proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or (b) as
<br />soon as such confidential or proprietary material is developed. "Proprietary andlor confidential information" is
<br />not meant to include any information which, at the time of its disclosure: (i) is already known to the other party;
<br />(ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for
<br />the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is
<br />generally utilized by unaffiliated third parties engaged in the same business or businesses as the
<br />CONSULTANT.
<br />The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure
<br />laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and
<br />or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a
<br />public disclosure request is made to view materials identified as "Proprietary andlor confidential information" or
<br />otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that
<br />such records will be released to the requester unless the CONSULTANT obtains a court order from a court of
<br />competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining
<br />disclosure, the AGENCY will release the requested information on the date specified.
<br />The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure
<br />that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT
<br />notification to the sub-consultant will include the date that such records will be released by the AGENCY to the
<br />requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction
<br />enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or
<br />sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the
<br />CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of
<br />actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-
<br />consultants' information.
<br />XX. RecordsMaintenance
<br />During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6)
<br />years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain, and
<br />maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all
<br />"documents" pertaining to the SERVICES provided hereunder shall be made available for review at the
<br />CONSULTANT's place of business during normal working hours. If any litigation, claim, or audit is
<br />commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such
<br />documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even
<br />though such litigation, claim, or audit continues past the six (6) year retention period.
<br />For purposes of this AGREEMENT, 'odocuments" means every writing or record of every type and description,
<br />including electronically stored information ("ESI"), that is in the possession, control, or custody of the
<br />CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs,
<br />appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes,
<br />reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets,
<br />charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations,
<br />computations, summaries, inventories, and writings regarding conferences, conversations or telephone
<br />conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description;
<br />every copy of the foregoing whether or not the original is in the possession, custody, or control of the
<br />CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an
<br />original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on
<br />the original.
<br />Locul Agency A&E Professional Services
<br />Negotiated Hourly Rate Consultant Agreentent
<br />Agreement Number _
<br />fog" 13 oflaRevised 01/01/2020
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