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D. Service Provider shall comply with all applicable provisions of the Fair Labor Standards Act and
<br />other legislation affecting its employees and the rules and regulations issued thereunder insofar
<br />as applicable to its employees and shall at all times save the City free, clear and harmless from
<br />all actions, claims, demands and expenses arising out of such act, and rules and regulations that
<br />are or may be promulgated in connection therewith.
<br />E. Service Provider assumes full responsibility for the payment of all payroll taxes, use, sales,
<br />income, or other form of taxes (such as state and, city business and occupation taxes), fees,
<br />licenses, excises or payments required by any city, federal or state legislation which are now or
<br />may during the term of the Agreement be enacted as to all persons employed by the Service
<br />Provider and as to all duties, activities and requirements by the Service Provider in performance
<br />of the Work and Service Provider shall assume exclusive liability therefor, and meet all
<br />requirements thereunder pursuant to any rules or regulations that are now or may be
<br />promulgated in connection therewith.
<br />14. Employment/Conflict of Interest. The Service Provider warrants that it has not employed or
<br />retained any company or person, other than a bona fide employee working solely for the Service
<br />Provider, to solicit or secure this Agreement and that it has not paid or agreed to pay any company
<br />or person, other than a bona fide employee working solely for the Service Provider, any fee,
<br />commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or
<br />resulting from the award or making of this Agreement. For breach or violation of this warranty, the
<br />City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from
<br />the Agreement price or consideration or otherwise recover, the full amount of such fee, commission,
<br />percentage, brokerage fee, gift, or contingent fee. Further, it is recognized that Service Provider may
<br />or will be performing professional services during the term of this Agreement for other parties;
<br />however, such performance of other services shall not conflict with or interfere with Service
<br />Provider's ability to perform the Work. Service Provider agrees to resolve any such conflicts of
<br />interest in favor of the City.
<br />15. Audits and Inspections. At any time during normal business hours and as often as the City may deem
<br />necessary, the Service Provider shall make available to the City for the City's examination all of the
<br />Service Provider's records and documents with respect to all matters covered by this Agreement and,
<br />furthermore, the Service Provider will permit the City to audit, examine and make copies, excerpts
<br />or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls,
<br />records of personnel, conditions of employment and other data relating to all matters covered by
<br />this Agreement.
<br />16. City of Everett Business License. Service Provider agrees to obtain a City of Everett business license
<br />prior to performing any work pursuant to this Agreement.
<br />17. State of Washington Requirements. Service Provider agrees to register and obtain any State of
<br />Washington business licenses, Department of Revenue account and/or unified business identifier
<br />Page 7-PSA General Provisions
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