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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
<br /> liability or, in its discretion,to deduct from the Agreement price or consideration or otherwise recover,
<br /> the full 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
<br /> of personnel,conditions of employment and other data relating to all matters covered by this
<br /> Agreement.
<br /> 13. City of Everett Business License. Service Provider shall obtain a City of Everett business
<br /> license 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
<br /> number as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to this
<br /> Agreement.
<br /> 15. Compliance with Federal. State. and Local Laws. Service Provider shall comply with and
<br /> obey all federal, state, and local laws, regulations, and ordinances applicable to the operation of its
<br /> business and to its performance of work hereunder.
<br /> 16. Compliance with the Washington State Public Records Act. Service
<br /> Provider acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW
<br /> (the "Act"). All records owned, used or retained by the City are public records subject to
<br /> disclosure unless exempt under the Act, whether or not such records are in the possession or
<br /> control of the City or Service Provider. Service Provider shall cooperate with the City so
<br /> that the City may comply with all of its obligations under the Act. Within ten (10) days
<br /> 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
<br /> the City's public records under the Act. If the City receives a public records request relating
<br /> to this Agreement or relating to the Work, the City shall seek to provide notice to Service
<br /> Provider at least ten (10) days before the City releases records pursuant to such public
<br /> 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
<br /> defense obligations under this Agreement, Service Provider shall indemnify and defend
<br /> 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
<br /> damage arising from or relating to any failure of Service Provider to comply with this Section
<br /> 16.
<br /> Page 5
<br /> (Form Approved by City Attorney's Office March 16,2015)
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