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fide employee working solely for Service Provider,any fee,commission,percentage,brokerage fee,gifts,
<br /> or any other consideration,contingent upon or resulting from the award or making of this Agreement.
<br /> For breach or violation of this warranty,the City shall have the right to annul this Agreement without
<br /> liability or, in its discretion,to deduct from the Agreement price or consideration or otherwise recover,
<br /> the full amount of such fee,commission,percentage,brokerage fee, gift,or contingent fee. Further,it is
<br /> recognized that Service Provider may or will be performing professional services during the term of this
<br /> Agreement for other parties;however,such performance of other services shall not conflict with or
<br /> interfere with Service Provider's ability to perform the Work. Service Provider agrees to resolve any such
<br /> conflicts of interest in favor of the City.
<br /> 12. Audits and Inspections. At any time during normal business hours and as often as the City may
<br /> deem necessary, Service Provider shall make available to the City for the City's examination all of
<br /> Service Provider's books,records and documents with respect to all matters covered by this Agreement
<br /> and, furthermore, Service Provider will permit the City to audit,examine and make copies,excerpts or
<br /> transcripts from such records,and to make audits of all contracts, invoices,materials,payrolls,records of
<br /> personnel,conditions of employment and other data relating to all matters covered by this Agreement.
<br /> 13. City of Everett Business License. Service Provider shall obtain a City of Everett business license
<br /> prior to performing any work pursuant to this Agreement.
<br /> 14. State of Washington Requirements. Service Provider shall register and obtain any State of
<br /> Washington business licenses,Department of Revenue account and/or unified business identifier number
<br /> as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to this Agreement.
<br /> 15. Compliance with Federal,State,and Local Laws. Service Provider shall comply with and obey all
<br /> federal, state,and local laws, regulations, and ordinances applicable to the operation of its business and to
<br /> its performance of work hereunder.
<br /> 16. 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 16.
<br /> 17. Compliance with Grant Terms and Conditions. Service Provider shall comply with any and all
<br /> conditions,terms and requirements of any federal,state or other grant that wholly or partially funds Service
<br /> Provider's work hereunder.
<br /> Page 5
<br /> (Form Approved by City Attorney's Office January 1,2010,updated November 4,2020)
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