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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
<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
<br />with all of its obligations under the Act. Within ten (10) days after receipt of notice from the
<br />City, Service Provider shall deliver to the City copies of all records relating to this Agreement or
<br />relating to the Work that the City determines qualify as the City's public records under the Act.
<br />If the City receives a public records request relating to this Agreement or relating to the Work,
<br />the City shall seek to provide notice to Service Provider at least ten (10) days before the City
<br />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
<br />other indemnification and defense obligations under this Agreement, Service Provider shall
<br />indemnify and defend the City from and against any and all losses, penalties, fines, claims,
<br />demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits,
<br />judgments, or damage arising from or relating to any failure of Service Provider to comply with
<br />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
<br />Service Provider's work hereunder.
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<br />(Form Approved by City Attorney's Office January 1, 2010, updated January 6, 2022)
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