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<br />General Provisions - 5
<br />(6) By the effective date of this Agreement, Supplier is maintaining a separate set of
<br />records that reflect all items of income and expenses of the services performed.
<br />C. Any and all employees of Supplier, while engaged in the performance of any Work, shall be
<br />considered employees of only Supplier and not employees of the City. Supplier shall be
<br />solely liable for any and all claims that may or might arise under the Worker's Compensation
<br />Act on behalf of such employees or Supplier, while so engaged and for any and all claims
<br />made by a third party as a consequence of any negligent act or omission on the part of
<br />Supplier's employees, while so engaged on any of the Work.
<br />D. Supplier shall comply with all applicable provisions of the Fair Labor Standards Act and other
<br />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
<br />from all actions, claims, demands and expenses arising out of such act, and rules and
<br />regulations that are or may be promulgated in connection therewith.
<br />E. Supplier assumes full responsibility for the payment of all payroll taxes, use, sales, income,
<br />or other form of taxes (such as state and, city business and occupation taxes), fees, licenses,
<br />excises or payments required by any city, federal or state legislation which are now or may
<br />during the term of the Agreement be enacted as to all persons employed by Supplier and as
<br />to all duties, activities and requirements by Supplier in performance of the Work and Supplier
<br />shall assume exclusive liability therefor, and meet all requirements thereunder pursuant to
<br />any rules or regulations that are now or may be promulgated in connection therewith.
<br />14. Employment/Conflict of Interest. Supplier warrants that it has not employed or retained any
<br />company or person, other than a bona fide employee working solely for Supplier, to solicit or
<br />secure this Agreement and that it has not paid or agreed to pay any company or person, other
<br />than a bona fide employee working solely for Supplier, any fee, commission, percentage,
<br />brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or
<br />making of this Agreement. For breach or violation of this warranty, the City shall have the right to
<br />annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or
<br />consideration or otherwise recover, the full amount of such fee, commission, percentage,
<br />brokerage fee, gift, or contingent fee. Further, it is recognized that Supplier may or will be
<br />performing professional services during the term of this Agreement for other parties; however,
<br />such performance of other services shall not conflict with or interfere with Supplier's ability to
<br />perform the Work. Supplier agrees to resolve any such 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, Supplier shall make available to the City for the City’s examination all of
<br />Supplier’s records and documents with respect to all matters covered by this Agreement and,
<br />furthermore, Supplier will permit the City to audit, examine and make copies, excerpts or
<br />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. Supplier agrees to obtain a City of Everett business license prior
<br />to performing any work pursuant to this Agreement.
<br />17. State of Washington Requirements. Supplier 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. Supplier shall comply with and obey all federal,
<br />state and local laws, regulations, and ordinances applicable to the operation of its business and
<br />to its performance of work hereunder.
<br />Exhibit C to Services Agreement
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