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<br />any negligent act or omission on the part of the Service Provider's employees, while so engaged
<br />on any of the Work.
<br />C. Service Provider shall comply with all applicable provisions of the Fair
<br />Labor Standards Act and other legislation affecting its employees and the rules and regulations
<br />issued thereunder insofar as applicable to its employees and shall at all times save the City free,
<br />clear and harmless from all actions, claims, demands and expenses arising out of such act, and
<br />rules and regulations that are or may be promulgated in connection therewith.
<br />D. Service Provider assumes full responsibility for the payment of all payroll
<br />taxes, use, sales, income, or other form of taxes (such as state and, city business and occupation
<br />taxes), fees, licenses, excises or payments required by any city, federal or state legislation which
<br />are now or may during the term of the Agreement be enacted as to all persons employed by the
<br />Service Provider and as to all duties, activities and requirements by the Service Provider in
<br />performance of the Work and Service Provider shall assume exclusive liability therefor, and meet
<br />all requirements thereunder pursuant to any rules or regulations that are now or may be
<br />promulgated in connection therewith.
<br />11. Employment/Conflict of Interest. The Service Provider warrants that it has not
<br />employed or retained any company or person, other than a bona fide employee working solely
<br />for the Service Provider, to solicit or secure this Agreement and that it has not paid or agreed to
<br />pay any company or person, other than a bona fide employee working solely for the Service
<br />Provider, any fee, commission, percentage, brokerage fee, gifts, or any other consideration,
<br />contingent upon or resulting from the award or making of this Agreement. For breach or violation
<br />of this warranty, the City shall have the right to annul this Agreement without liability or, in its
<br />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
<br />is recognized that Service Provider may or will be performing professional services during the
<br />term of this Agreement for other parties; however, such performance of other services shall not
<br />conflict with or interfere with Service Provider's ability to perform the Work. Service Provider
<br />agrees to resolve any such conflicts of interest in favor of the City.
<br />12. Audits and Inspections. At any time during normal business hours and as often
<br />as the City may deem necessary, the Service Provider shall make available to the City for the City’s
<br />examination all of the Service Provider’s records and documents with respect to all matters
<br />covered by this Agreement and, furthermore, the Service Provider will permit the City to audit,
<br />examine and make copies, excerpts or transcripts from such records, and to make audits of all
<br />contracts, invoices, materials, payrolls, records of personnel, conditions of employment and
<br />other data relating to all matters covered by this Agreement.
<br />13. City of Everett Business License. Service Provider agrees to obtain a City of
<br />Everett business license prior to performing any work pursuant to this Agreement.
<br />14. State of Washington Requirements. Service Provider agrees to register and
<br />obtain any State of Washington business licenses, Department of Revenue account and/or
<br />unified business identifier number as required by RCW 50.04.140 and 51.08.195 prior to
<br />performing any work pursuant to this Agreement.
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