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General Provisions ‐ 6
<br />harmless from all actions, claims, demands and expenses arising out of such act, and rules
<br />and regulations that 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
<br />or may during the term of the Agreement be enacted as to all persons employed by Service
<br />Provider and as to all duties, activities and requirements by 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. 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
<br />solicit or secure this Agreement and that it has not paid or agreed to pay any company or person,
<br />other than a bona fide employee working solely for Service Provider, any fee, commission,
<br />percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from
<br />the award or making of this Agreement. For breach or violation of this warranty, the City shall
<br />have the right to annul this Agreement without liability or, in its discretion, to deduct from the
<br />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
<br />may or will be performing professional services during the term of this Agreement for other
<br />parties; however, such performance of other services shall not conflict with or interfere with
<br />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 />15. 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 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,
<br />excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials,
<br />payrolls, records of personnel, conditions of employment and other data relating to all matters
<br />covered by this Agreement.
<br />16. City of Everett Business License. Service Provider agrees to obtain a City of Everett business
<br />license 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 />number as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to
<br />this Agreement.
<br />18. Compliance with Federal, State and Local Laws. Service Provider shall comply with and obey all
<br />federal, state and local laws, regulations, and ordinances applicable to the operation of its
<br />business and to its performance of work hereunder.
<br />19. Compliance with the Washington State Public Records Act. Service Provider acknowledges that
<br />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,
<br />whether or not such records are in the possession or control of the City or Service Provider.
<br />Service Provider shall cooperate with the City so that the City may comply with all of its obligations
<br />under the Act. Within ten (10) days after receipt of notice from the City, Service Provider shall
<br />deliver to the City copies of all records relating to this Agreement or relating to the Work that the
<br />City determines qualify as the City’s public records under the Act. If the City receives a public
<br />records request relating to this Agreement or relating to the Work, the City shall seek to provide
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