|
11. Employment. Service Provider warrants that it had not employed or retained any company or
<br /> person, other than a bona fide employee working solely for Service Provider,to solicit or secure this
<br /> Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide
<br /> employee working solely for Service Provider, any fee, commission,percentage,brokerage fee, gifts, or
<br /> any other consideration, contingent upon or resulting from the award or making of this Agreement. For
<br /> breach or violation of this warranty,the City shall have the right to annul this Agreement without liability
<br /> or, in its discretion,to deduct from the Agreement price or consideration or otherwise recover,the full
<br /> amount of such fee, commission,percentage,brokerage fee, gift,or contingent fee.
<br /> 12. 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 books,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, excerpts or
<br /> transcripts from such records, and to make audits of all contracts, invoices,materials,payrolls,records of
<br /> personnel, conditions of employment and other data relating to all matters covered by this Agreement.
<br /> 13. City of Everett Business License. Service Provider shall obtain a City of Everett business license
<br /> prior to performing any work pursuant to this Agreement.
<br /> 14. State of Washington Requirements. Service Provider shall register and obtain any State of
<br /> Washington business licenses, Department of Revenue account and/or unified business identifier number
<br /> as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to this Agreement.
<br /> 15. 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 business and to
<br /> its performance of work hereunder.
<br /> 16. 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,used or
<br /> retained by the City are public records subject to disclosure unless exempt under the Act,whether or not
<br /> such records are in the possession or control of the City or Service Provider. Service Provider shall
<br /> cooperate with the City so that the City may comply with all of its obligations under the Act. Within ten
<br /> (10)days after receipt of notice from the City, Service Provider shall deliver to the City copies of all
<br /> records relating to this Agreement or relating to the Work that the City determines qualify as the City's
<br /> public records under the Act. If the City receives a public records request relating to this Agreement or
<br /> relating to the Work,the City shall seek to provide notice to Service Provider at least ten(10)days before
<br /> the City releases records pursuant to such public records request,but in no event will the City have any
<br /> liability to Service Provider for any failure of the City to provide such notice. In addition to its other
<br /> indemnification and defense obligations under this Agreement, Service Provider shall indemnify and
<br /> defend the City from and against any and all losses,penalties, fines, claims, demands, expenses
<br /> (including, but not limited to, attorney's fees and litigation expenses), suits,judgments,or damage arising
<br /> from or relating to any failure of Service Provider to comply with this Section 16.
<br /> 17. Compliance with Grant Terms and Conditions. Service Provider shall comply with any and all
<br /> conditions,terms and requirements of any federal, state or other grant that wholly or partially funds Service
<br /> Provider's work hereunder.
<br /> Page 5
<br /> 2016 Alliant Professional Services Agreement
<br />
|