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11. Enai3l0y1ent/Confl1ct Of:Interest. Service Provider warrants that it has not employed or retained
<br />any company or person, other qaan-a bona ode 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 br person, other thdri a bona
<br />fide employee working solely for SerVice.Provider,:any fee, commission,. percentage brokerage fee, gifts,
<br />orany other consideration, contingent upon or resulting ftoni the award or making ofthis Agreerlient.
<br />For breach. or violation of this warranty, the City Shall have the righttaannutthis.Agreement without
<br />liability or, in its discretion,. to deduct from the:. Agreement price or consideration or -otherwise recover,
<br />the NJ amonra of such fee, orfolWoli, pereentage, brokerage fee, gift, or Corititilterit fee; Further, it is
<br />recognized that Service Provider May or will beperfortning prOfq§.SiQ14. services (111ririgthOPP-A ofthis
<br />AgtOria01fo:Ottlot parties, WA-OP:4'814 performance. other services shall not miflia with or
<br />intedero with Service PrOilidef'S ability to fie-. Oilir the Work, Service Provider agrees to resolve anyosuch
<br />conflicts of interest.in favor Of the .C.ity
<br />12. Audits and Inspections„ At any time during normal business hours and as often as the City play
<br />deem necessary, Service Provider:8W 1.1.14-6 available TO the City for the City's-aalt-OatiOrVall of
<br />$ervileePrOidef S.:130:aS; records 'aTrid doer -liner -AS with respect to all matters covered by this Agreement
<br />and, fritthr-fnOre, Service Provider Willpermitthe.:City to audit, examine and make copies, .seXcelptg, or
<br />transcripts from records; and to make audits Of. all .contracts, itt0i0es, materials payr011s, reeords of
<br />personnel,. conditions of-eMpltiyinent and other data _relating to all matters covered by this Agreement.
<br />13 .CItv. ofEveiettl3usiness License Service Provider Shall obtain a. City of Everett business license
<br />prior.to, .petfOltlingwork ptir§ti.Wit tothis Agreeinerit.
<br />14, State of Wash:in:guilt Reef direitieitts. Service Provider shall register and obtain any State of
<br />Washington business liCenseS, Departrnent of Revenue account and/or unified business identifier number
<br />as. required .by IZCW 50.04.140 and 51.0 $.1 95 prior :to performing an work pursuant to this -60*W,
<br />1$, 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 ofits business and
<br />to its pprfosiTianc6ofwork hereunder.
<br />16. Compliance with the WaAin-fiton State Pubik Records Act. Service Provider
<br />acknowledges that the City is subject to the Piibli0 Records Ad, chapter 42.5.6 RCW (the "Att").
<br />All records owned, used, or retained by the City are public recorcls. subject to disclosure unless
<br />exempt tinder the Act, Whether or not such records are -in the possession or control of -the City or
<br />Servioe 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 Obi'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 pubhc records request, but in no 0-Wilt Will the city have any
<br />habihty to Service PO -wider 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 />indeintlify and 'defend the., City from and again.st any rnd .1.1 loss. res, penolties, fines, clams,
<br />4ematcls, expenses (inClUding, but hot linaite.d to, attorney-'s fees and litigation epenses).
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<br />(Form Approved by City Attc50-gy's QfIJar1u 1, 2.01(), updated March 1.3., 20'2;2)
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