2022/03/23 Council Agenda Packet

contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 15. Business License. Service Provider agrees to obtain a City of Everett business license and a City of Marysville business license prior to performing any work pursuant to this Agreement. 16. State of Washington Requirements. Service Provider 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. 17. Compliance with Federal, State and Local Laws. Service Provider shall comply with and obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its business and to its performance of work hereunder. 18. Compliance with the Washington State Public Records Act. Service Provider acknowledges that the Cities are subject to the Public Records Act, chapter 42.56 RCW (the "Act"). All records owned, used or retained by the Cities are public records subject to disclosure unless exempt under the Act, whether or not such records are in the possession or control of the Cities or Service Provider. Service Provider shall cooperate with the Cities so that the Cities may comply with all of its obligations under the Act. Within ten (10) days after receipt of notice from the Cities, Service Provider shall deliver to the Cities copies of all records relating to this Agreement or relating to the Work that the Cities determine qualify as the Cities' public records under the Act. If the Cities receive a public records request relating to this Agreement or relating to the Work, the Cities shall seek to provide notice to Service Provider at least ten (10) days before the Cities release records pursuant to such public records request, but in no event will the Cities have any liability to Service Provider for any failure of the Cities to provide such notice. In addition to its other indemnification and defense obligations under this Agreement, Service Provider shall indemnify and defend the Cities from and against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or damage arising from or relating to any failure of Service Provider to comply with this Section 18. 19. Compliance with Grant Terms and Conditions. Service Provider shall comply with any and all conditions, terms and requirements of the Grant. Service Provider acknowledges receipt of a copy of the Grant. 20. Equal Employment Opportunity. Service Provider shall not discriminate against any employee, applicant for employment, or other person on the basis of race, color, religion, sex, age, disability, marital state, or national origin or other circumstance prohibited by applicable federal, state, or local law or ordinance. Service Provider shall comply with and shall not violate any applicable provisions of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, and all applicable federal, state, or local law or ordinance regarding non-discrimination. 21. Waiver. Any waiver by the Service Provider or the Cities or the breach of any provision of this Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. Page 8 Everett Marysville PSA 2022