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E. Service Provider assumes full responsibility for the payment of all payroll taxes,use, sales,
<br /> income, or other form of taxes(such as state and, city business and occupation taxes),fees, licenses,
<br /> excises or payments required by any city, federal or state legislation which are now or may during the
<br /> term of the Agreement be enacted as to all persons employed by Service Provider and as to all duties,
<br /> activities and requirements by Service Provider in performance of the Work and Service Provider shall
<br /> assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or
<br /> regulations that are now or may be promulgated in connection therewith.
<br /> 11. Employment/Conflict of Interest. Service Provider warrants that it has not employed or retained
<br /> any company or person, other than a bona fide employee working solely for Service Provider,to solicit or
<br /> secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona
<br /> 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
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