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13. Employment/Conflict of Interest. The Service Provider warrants that it has not employed
<br /> or retained any company or person,other than a bona fide employee working solely for the Service
<br /> Provider,to solicit or secure this Agreement and that it has not paid or agreed to pay any company
<br /> or person, other than a bona fide employee working solely for the Service Provider, any fee,
<br /> commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or
<br /> resulting from the award or making of this Agreement. For breach or violation of this warranty,
<br /> the Agencies shall have the right to annul this Agreement without liability or, in its discretion, to
<br /> deduct from the Agreement price or consideration or otherwise recover, the full amount of such
<br /> fee, commission,percentage, brokerage fee, gift, or contingent fee.
<br /> 14. Audits and Inspections. At any time during normal business hours and as often as either
<br /> Agency may deem necessary, the Service Provider shall make available to the Agencies for the
<br /> Agencies' examination all of the Service Provider's records and documents with respect to all
<br /> matters covered by this Agreement and, furthermore, the Service Provider will permit the both
<br /> Agencies to audit, examine and make copies, excerpts or transcripts from such records, and to
<br /> make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of
<br /> employment and other data relating to all matters covered by this Agreement.
<br /> 15. City of Everett Business License. Service Provider agrees to obtain a City of Everett
<br /> business license prior to performing any work pursuant to this Agreement.
<br /> 16. State of Washington Requirements. Service Provider agrees to register and obtain any State
<br /> of Washington business licenses, Department of Revenue account and/or unified business
<br /> identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing any work
<br /> pursuant to this Agreement.
<br /> 17. Compliance with Federal, State and Local Laws. Service Provider shall comply with and
<br /> obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its
<br /> business and to its performance of work hereunder.
<br /> 18. Compliance with the Washington State Public Records Act. Service Provider
<br /> acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW (the "Act").
<br /> All records owned, used or retained by the City are public records subject to disclosure unless
<br /> exempt under the Act, whether or not such records are in the possession or control of the City or
<br /> Service Provider. Service Provider shall cooperate with the City so that the City may comply with
<br /> all of its obligations under the Act. Within ten (10) days after receipt of notice from the City,
<br /> Service Provider shall deliver to the City copies of all records relating to this Agreement or relating
<br /> to the Work that the City determines qualify as the City's public records under the Act. If the City
<br /> receives a public records request relating to this Agreement or relating to the Work,the City shall
<br /> seek to provide notice to Service Provider at least ten (10) days before the City releases records
<br /> pursuant to such public records request, but in no event will the City have any liability to Service
<br /> Provider for any failure of the City to provide such notice. In addition to its other indemnification
<br /> and defense obligations under this Agreement, Service Provider shall indemnify and defend the
<br /> City from and against any and all losses, penalties, fines, claims, demands, expenses (including,
<br /> but not limited to, attorney's fees and litigation expenses), suits,judgments, or damage arising
<br /> from or relating to any failure of Service Provider to comply with this Section 18.
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<br /> Three Party Services Agreement
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