2006/11/15 Council Agenda Packet

• Provider in performance of the Work and Service Provider shall assume exclusive liability therefore, and meet all requirements there under pursuant to any rules or regulations that are now or may be promulgated in connection therewith. 11. Employment. Service Provider warrants that it had not employed or retained any company or person, other than a bona fide employee working solely for Service Provider, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Service Provider, any fee, commission,percentage,brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion,to deduct from the Agreement price or consideration or otherwise recover,the full amount of such fee, commission,percentage,brokerage fee, gift, or contingent fee. 12. Audits and Inspections. At any time during normal business hours and as often as the City may deem necessary, Service Provider shall make available to the City for the City's examination all of Service Provider's books, records and documents with respect to all matters covered by this Agreement and, furthermore, Service Provider will permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices,materials,payrolls,records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 13. City of Everett Business License. Service Provider shall obtain a City of Everett business license prior to performing any work pursuant to this Agreement. 14. State of Washington Requirements. Service Provider shall register and obtain any State of Washington business licenses, Department of Revenue account and/or unified business identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing any work pursuant to this Agreement. 15. 15. Compliance with Federal, State, and Local Laws. Service Provider shall comply with and obey all federal, state, and local laws, regulations, and ordinances applicable to the operation of its business and to its performance of work hereunder. 16. 16. Compliance with Grant Terms and Conditions. Service Provider shall comply with any and all conditions, terms and requirements of any federal, state or other grant that wholly or partially funds Service Provider's work hereunder. 17. Waiver. Any waiver by Service Provider or the City or the breach of any provision of this Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. 18. Complete Agreement. This Agreement contains the complete and integrated understanding and Agreement between the parties and supersedes any understanding, Agreement or negotiation whether oral or written not set forth herein. 3