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DocuSign Envelope ID:7D576F3F-FF76-4862-ADAB-740575BF2699
<br /> E. The Grant Recipient assumes full responsibility for the payment of all payroll
<br /> taxes, use, sales, income, or other forms of tax (such as state and city business and occupation
<br /> taxes), fees, licenses, excises, or payments required by any federal, state, or local legislation
<br /> which are now, or may be, during the term of the Agreement, enacted as to all persons employed
<br /> by the Grant Recipient and as to all duties, activities, and requirements by the Grant Recipient in
<br /> performance of the Work and Grant Recipient shall assume exclusive liability therefore, and
<br /> meet all requirements thereunder, pursuant to any rules or regulations that are now, or may be,
<br /> promulgated in connection therewith.
<br /> 11. Employment. The Grant Recipient warrants that it has not employed or retained any
<br /> company or person, other than a bona fide employee working solely for the Grant Recipient, to
<br /> solicit or secure this Agreement and that it has not paid or agreed to pay any company or person,
<br /> other than a bona fide employee working solely for the Grant Recipient, any fee, commission,
<br /> percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from
<br /> the award or making of this Agreement. For breach or violation of this warrant, the City shall
<br /> have the right to annul this Agreement, without liability, or, in its discretion, to deduct from the
<br /> Agreement price or consideration, or otherwise recover,the full amount of such fee, commission,
<br /> percentage,brokerage fee, gift, or contingent fee.
<br /> 12. Audits and Inspections. At any time during normal business hours and as often as the
<br /> City may deem necessary, the Grant Recipient shall make available to the City for the City's
<br /> examination, all of the Grant Recipient's records and documents with respect to all matters
<br /> covered by this Agreement and, furthermore, the Grant Recipient will permit the City to audit,
<br /> examine, and make copies, excerpts or transcripts from such records, and to make audits of all
<br /> contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and
<br /> other date relating to all matters covered by this Agreement.
<br /> 13. Compliance with Federal, State, and Local Laws. The Grant Recipient shall comply
<br /> with and obey all federal, state, and local laws, regulations, and ordinances.
<br /> 14. Compliance with the Washington State Public Records Act. Grant Recipient
<br /> acknowledges that the City is subject to the Public Records Act, Chapter 42.56, RCW (the
<br /> "Act"). All records owned, used, or retained by the City are public records subject to disclosure
<br /> unless exempt under the Act, whether or not such records are in the possession or control of the
<br /> City or the Grant Recipient. The Grant Recipient shall cooperate with the City so that the City
<br /> may comply with all of its obligations under the Act. To ensure the City's compliance, the Grant
<br /> Recipient shall, within ten (10) days after receipt of notice from the City, deliver to the City
<br /> copies of all records relating to this Agreement or relating to the Work, which the City
<br /> determines qualify as the City's public records under the Act. If the City receives a public
<br /> records request relating to this Agreement or relating to the Work, the City shall seek to provide
<br /> notice to the Grant Recipient at least ten (10) days before the City releases records pursuant to
<br /> such public records request, but in no event will the City have any liability to the Grant Recipient
<br /> for any failure of the City to provide such notice. In addition to its other indemnification and
<br /> defense obligations under this Agreement, Grant Recipient shall indemnify and defend the City
<br /> from and against any and all losses, penalties, fines, claims, demands, expenses (including, but
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