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General Provisions - 5 <br />certificate showing less coverage than required is not a waiver of Service Organization’s <br />obligations to fulfill the requirements. <br />11. Risk of Loss. Service Organization shall be solely responsible for the safety of its employees, <br />volunteers, agents and subcontractors in the performance of the work hereunder and shall take <br />all protections reasonably necessary for that purpose. All work shall be done at Service <br />Organization’s own risk, and Service Organization shall be solely responsible for any loss of or <br />damage to Service Organization’s or volunteer’s materials, tools, or other articles used or held for <br />use in connection with the Work. <br />12. Independent Contractor. <br />A. This Agreement neither constitutes nor creates an employer-employee relationship. Service <br />Organization must provide services under this Agreement as an independent contractor. <br />Service Organization must comply with all federal and state laws and regulations applicable <br />to independent contractors including, but not limited to, the requirements listed in this <br />Section. Service Organization agrees to indemnify and defend the City from and against any <br />claims, valid or otherwise, made against the City because of these obligations. <br />B. Any and all employees of Service Organization, if engaged in the performance of any Work, <br />shall be considered employees of only Service Organization and not employees of the City. <br />Service Organization shall be solely liable for any and all claims that may or might arise under <br />the Worker's Compensation Act on behalf of such employees or Service Organization, while <br />so engaged and for any and all claims made by a third party as a consequence of any <br />negligent act or omission on the part of Service Organization's employees, if so engaged on <br />any of the Work. <br />13. Audits and Inspections. At any time during normal business hours and as often as the City may <br />deem necessary, Service Organization shall make available to the City for the City’s examination <br />all of Service Organization’s records and documents with respect to all matters covered by this <br />Agreement. <br />14. City of Everett Business License. Service Organization agrees to obtain a City of Everett business <br />license prior to performing any work pursuant to this Agreement. <br />15. Compliance with Federal, State and Local Laws/Grant Requirements. Service Organization shall <br />comply with and obey all federal, state and local laws, regulations, and ordinances applicable to <br />the operation of its business and to its performance of work hereunder. Service Organization is <br />solely responsible for compliance with any grant that Service Organization has received for the <br />Work. <br />16. Compliance with the Washington State Public Records Act. Service Organization acknowledges <br />that the City is subject to the Public Records Act, chapter 42.56 RCW (the “Act”). All records <br />owned, used or retained by the City are public records subject to disclosure unless exempt under <br />the Act, whether or not such records are in the possession or control of the City or Service <br />Organization. Service Organization shall cooperate with the City so that the City may comply with <br />all of its obligations under the Act. Within ten (10) days after receipt of notice from the City, <br />Service Organization shall deliver to the City copies of all records relating to this Agreement or <br />relating to the Work that the City determines qualify as the City’s public records under the Act. If <br />the City receives a public records request relating to this Agreement or relating to the Work, the <br />City shall seek to provide notice to Service Organization at least ten (10) days before the City <br />releases records pursuant to such public records request, but in no event will the City have any <br />liability to Service Organization for any failure of the City to provide such notice. In addition to its <br />other indemnification and defense obligations under this Agreement, Service Organization shall <br />indemnify and defend the City from and against any and all losses, penalties, fines, claims, <br />demands, expenses (including, but not limited to, attorney’s fees and litigation expenses), suits,