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<br /> thereunder insofar as applicable to its employees and shall at all times save the City free, clear
<br /> and harmless from all actions, claims, demands and expenses arising out of said act, and rules
<br /> and regulations that are or may be promulgated in connection therewith.
<br /> D. Brown & Caldwell assumes full responsibility for the payment of all payroll taxes, use,
<br /> sales, income, or other form of taxes (such as state and,city business and occupation taxes), fees,
<br /> licenses, excises or payments required by any city, federal or state legislation which are now or
<br /> may during the term of the Agreement be enacted as to all persons employed by Brown &
<br /> Caldwell and as to all duties, activities and requirements by Brown & Caldwell in performance
<br /> of the Work and Brown & Caldwell shall assume exclusive liability therefore, and meet all
<br /> requirements thereunder pursuant to any rules or regulations that are now or may be promulgated
<br /> in connection therewith.
<br /> 13. Employment. Brown & Caldwell warrants that it did not employ or retain any company or
<br /> person, other than a bona fide employee working solely for Brown & Caldwell, to solicit or
<br /> secure this Agreement and that it did not pay or agree to pay any company or person,other than a
<br /> bona fide employee working solely for Brown & Caldwell, 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
<br /> to annul this Agreement without liability or,in its discretion,to deduct from the Agreement price
<br /> or consideration or otherwise recover, the full amount of such fee, commission, percentage,
<br /> brokerage fee, gift, or contingent fee.
<br /> 14. Audits and Inspections. At any time during normal business hours and as often as the City
<br /> may deem necessary, Brown & Caldwell shall make available to the City for the City's
<br /> examination all of Brown & Caldwell's records and documents with respect to all matters
<br /> covered by this Agreement and, furthermore, Brown & Caldwell will permit the City to audit,
<br /> examine and make copies, excerpts or transcripts from such records, and to make audits of all
<br /> contracts, invoices, materials,payrolls,records of personnel, conditions of employment and other
<br /> data relating to all matters covered by this Agreement.
<br /> 15. City of Everett Business License. Brown & Caldwell agrees to obtain a City of Everett
<br /> business license prior to performing any work pursuant to this Agreement.
<br /> 16. State of Washington Requirements. Brown & Caldwell agrees to register and obtain any
<br /> State of Washington business licenses, Department of Revenue account and/or unified business
<br /> identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing any work
<br /> pursuant to this Agreement.
<br /> 17. Compliance with Federal, State and Local Laws. Brown & Caldwell shall comply with
<br /> and obey all federal, state and local laws, regulations,and ordinances applicable to the operation
<br /> of its business and to its performance of work hereunder.
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