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12.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. For
<br />breach or violation of this warranty, the City shall have the right to annul this Agreement without liability
<br />or, in its discretion, to deduct from the Agreement price or consideration or otherwise recover, the full
<br />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 />13.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 />14.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 />15.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 />16.Compliance with Federal,State,and Local Laws.Service Provider shall comply with and
<br />obey all federal,state,and local laws,regulations,and ordinances applicable to the operation of its
<br />business and to its performance of work hereunder.
<br />17.Compliance with the Washington State Public Records Act.Service Provider acknowledges
<br />that the City is subject to the Public Records Act,chapter 42.56 RCW (the “Act”).All records owned,
<br />used or retained by the City are public records subject to disclosure unless exempt under the Act,whether
<br />or not 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.
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<br />(Form Approved by City Attorney’s Office January 1, 2010, updated December 2, 2022)
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