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General Provisions ‐ 5
<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
<br />notice to Service Provider at least ten (10) days before the City releases records pursuant to such
<br />public records request, but in no event will the City have any liability to Service Provider for any
<br />failure of the City to provide such notice. In addition to its other indemnification and defense
<br />obligations under this Agreement, Service Provider shall indemnify and defend the City from and
<br />against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited
<br />to, attorney’s fees and litigation expenses), suits, judgments, or damage arising from or relating
<br />to any failure of Service Provider to comply with this Section.
<br />20. Compliance with Grant/Loan Terms and Conditions. Service Provider shall comply with any and
<br />all terms, conditions, terms and requirements of any federal, state or other agency grant or loan
<br />that wholly or partially funds Service Provider’s work hereunder. If the grant or loan requires that
<br />the agency be a third‐party beneficiary to this Agreement, then the agency is a third party
<br />beneficiary to this Agreement.
<br />21. Equal Employment Opportunity. Service Provider shall not discriminate against any employee,
<br />applicant for employment, or other person on the basis of race, color, religion, sex, age,
<br />disability, marital state, or national origin or other circumstance prohibited by applicable
<br />federal, state, or local law or ordinance. Service Provider shall comply with and shall not violate
<br />any applicable provisions of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, and all
<br />applicable federal, state, or local law or ordinance regarding non‐discrimination.
<br />22. Waiver. Any waiver by Service Provider or the City or the breach of any provision of this
<br />Agreement by the other party will not operate, or be construed, as a waiver of any subsequent
<br />breach by either party or prevent either party from thereafter enforcing any such provisions.
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