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Specialized Services Agreement Page 6 of 10 PST Investigations <br />City of Everett, WA 2024 Public Safety Testing, Inc. <br /> <br />disclosure. The disclosure will be made during the candidate's application <br />process with the Contractor. <br /> <br />5. Independent Contractor: <br /> <br />The Contractor is an independent contractor. Any and all agents, employees, or <br />contractors of the Contractor shall have such relation only with the Contractor. <br />Nothing herein shall be interpreted to create an employment, agency , or <br />contractual relationship between the Client and any employee, agent, or sub- <br />contractor of the Contractor. <br /> <br />6. Indemnity and Hold Harmless: <br /> <br />To the extent of the Contractor's negligence, breach of this Agreement, intentional <br />misconduct, or violation of applicable law, the Contractor shall defend, indemnify , <br />and hold harmless the Client from and against any and all claims, lawsuits, or <br />liability arising from this Agreement. <br /> <br />7. Termination: The Contractor and the Client may withdraw from this Agreement at <br />any time for any reason with 60 days written notice, provided, however, that the <br />provisions of paragraphs 3.2 shall remain in full force and effect following the <br />termination of this Agreement with respect to, and continuing for so long as the <br />consent of the candidate tested by the Contractor remains in effect. <br /> <br />8. Entire Agreement, Amendment: This Agreement contains the complete and <br />integrated understanding and agreement between the parties related to the subject <br />matter herein and supersedes any understanding, agreement or negotiation <br />whether oral or written not set forth herein. This Agreement may only be amended <br />by written amendment executed by Mayor of the City of Everett for Client and by <br />an authorize representative of Contractor for Contractor. <br /> <br />9. Miscellaneous Provisions: <br /> <br />9.1 Audits and Inspections. At any time during normal business hours and as <br />often as the Client may deem necessary, the Contractor shall make <br />available to the Client for the Client's examination all of the Contractor's <br />records and documents with respect to all matters covered by this <br />Agreement and, furthermore, the Contractor will permit the Client to audit, <br />examine and make copies, excerpts or transcripts from such records, and <br />to make audits of all contracts, invoices, materials, payrolls, records of <br />personnel, conditions of employment and other data relating to all matters <br />covered by this Agreement. <br /> <br />9.2 City of Everett Business License. Contractor agrees to obtain a City of <br />Everett business license prior to performing any work pursuant to this <br />Agreement. <br /> <br />9.3 State of Washington Requirements. Contractor agrees to register and <br />obtain any State of Washington business licenses, Department of Revenue