Greater Everett Community Foundation 3/4/2015

• Any and all employees of GECF, while engaged in the performance of any work or services required of GECF under this Agreement, shall be considered employees of GECF only and not of the City. GECF shall be solely liable for any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees, while so engaged and for any and all claims made by a third party as a consequence of any negligent act or omission on the part of GECF's employees, while so engaged in any of the work or services provided pursuant to this Agreement. GECF shall comply with all applicable provisions of the Fair Labor Standards Act and other legislation affecting its employees and the rules and regulations issued thereunder insofar as applicable to its employees and shall at all times save the City free, clear, and harmless from all actions, claims, demands, and expenses arising out of said act, and rules and regulations that are or may be promulgated in connection therewith. GECF assumes full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes (such as state and City business and occupation taxes), fees, licenses, excises, or payments required by any city, federal, or state legislation which are now or may during the term of this Agreement be enacted as to all persons employed by GECF and as to all duties, activities, and requirements by GECF in performance of the work under this Agreement and GECF shall assume exclusive liability therefor, and meet all requirements thereunder pursuant to any rules or regulations that are now or may be promulgated in connection therewith. 15.Audits and Inspections. At any time during normal business hours and as often as the City may deem necessary, GECF shall make available to the City, Washington State Auditor, or designee, for examination all of GECF's records with respect to all matters covered by this Agreement and, furthermore, GECF will permit the City to audit, examine, and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to all matters covered by this Agreement. 16.City of Everett Business License. GECF agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. 17.State of Washington Requirements. GECF agrees to register, and obtain any State of Washington business licenses, Department of Revenue account and/or unified business identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to this Agreement. 18.Waiver. Any waiver by GECF or the City or the breach of any provision of this Agreement by the other party will not operate to be construed as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. GECF/Library Agreement 2015 Page 5 of 7