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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
<br /> all federal,state,and local laws,regulations,and ordinances applicable to the operation of its business and
<br /> to its performance of work hereunder.
<br /> 16. Compliance with the Washington State Public Records Act. Service Provider acknowledges that
<br /> the City is subject to the Public Records Act,chapter 42.56 RCW(the"Act"). All records owned,used or
<br /> retained by the City are public records subject to disclosure unless exempt under the Act, whether or not
<br /> such records are in the possession or control of the City or Service Provider. Service Provider shall
<br /> cooperate with the City so that the City may comply with all of its obligations under the Act. Within ten
<br /> (10) days after receipt of notice from the City, Service Provider shall deliver to the City copies of all
<br /> records relating to this Agreement or relating to the Work that the City determines qualify as the City's
<br /> public records under the Act. If the City receives a public records request relating to this Agreement or
<br /> relating to the Work,the City shall seek to provide notice to Service Provider at least ten(10)days before
<br /> the City releases records pursuant to such public records request, but in no event will the City have any
<br /> liability to Service Provider for any failure of the City to provide such notice. In addition to its other
<br /> indemnification and defense obligations under this Agreement, Service Provider shall indemnify and
<br /> defend the City from and against any and all losses, penalties, fines, claims, demands, expenses
<br /> (including,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.
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<br /> Berks PSA 2020
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