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<br /> 01/29/2007 13:24 FAX 425 257 8741 CITY OF EVERETT a005
<br /> FROM, (MON)JAN 29 2007 11 :15/3T, 11 10/No. 6827678008 P 5
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<br /> its duties to indemnify and defend the City, Systems Design specifically waives any immunity it may have
<br /> 1 under the State Industrial Insurance Law, Title 51 RCW.
<br /> VII.INDEPENDENT CONTRACTOR
<br /> A. This Agreement shall neither constitute nor create an employer-employee relationship.Because Systems
<br /> Design is an independent contractor, Systems Design shall be responsible for all obligations relating to
<br /> federal income tax, self-employment FICA taxes and contributions,and all other so called employer taxes
<br /> and contributions,including,but not limited to, industrial insurance(Workmen's Compensation),and that
<br /> Systems Design agrees to indemnify, defend and hold the City harmless from any claims, valid or
<br /> otherwise, made to the City,because of these obligations.
<br /> B, Any and all employees of Systems Design, while engaged in the performance of any Work, shall be
<br /> considered employees of Systems Design only and not of the City, and any and all claims that may or
<br /> might arise under the Worker's Compensation Act on behalf of said employees or Systems Design, while
<br /> so engaged in any and all claims made by a third party as a consequence of any negligent act or omission
<br /> on the part of Systems Design's employees, while so engaged on any of the Work, shall be the sole
<br /> obligation and responsibility of Systems Design.
<br /> C. Systems Design shall comply with all applicable provisions of the Fair Labor Standards Act and other
<br /> legislation affecting its employees and the rules and regulations issued thereunder insofar as applicable to
<br /> its employees and shall at all times save the City free, clear and harmless from all actions,claims,
<br /> demands and expenses arising out of said act, and rules and regulations that are or may be promulgated in
<br /> connection therewith.
<br /> D. Systems Design assumes full responsibility for the payment of all payroll taxes,use, sales, income, or
<br /> other form of taxes (such as state and, city business and occupation taxes), fees, licenses, excises or
<br /> payments required by any city,federal or state legislation which are now or may during the term of the
<br /> Agreement be enacted as to all persons employed by Systems Design and as to all duties, activities and
<br /> requirements by Systems Design in performance of the Work and Systems Design shall assume exclusive
<br /> liability therefore, and meet all requirements thereunder pursuant to any rules or regulations that are now
<br /> or may be promulgated in connection therewith.
<br /> VIII, EMPLOYMENT
<br /> A. Systems Design warrants that it had not employed or retained any company or person, other than a bona
<br /> fide employee working solely for Systems Design,to solicit or secure this Agreement and that he has not
<br /> paid or agreed to pay any company or person, other than a bona fide employee working solely for
<br /> Systems Design,any fee, commission, percentage, brokerage fee,gifts, or any other consideration,
<br /> contingent upon or resulting from the award or making of this Agreement. For breach or violation of this
<br /> warranty, the City shall have the right to annul this Agreement without liability or, in its discretion,to
<br /> deduct from the Agreement price or consideration or otherwise recover, the full amount of such fee,
<br /> commission, percentage, brokerage fee,gift,or contingent fee.
<br /> B. Systems Design, with regard to the work performed by it, will not discriminate on the grounds of race,
<br /> religion, color, national origin,or sex in the selection and retention of employees or independent
<br /> contractors,including procurements of materials and leases of equipment.
<br /> IX.MISCELLANEOUS
<br /> A.Addresses
<br /> Any statement, notice,request or other communication hereunder shall be deemed to be sufficiently given to the
<br /> addressee and any delivery hereunder deemed made when sent by certified mail addressed to the following
<br /> addresses:
<br /> 1. Notices to the City of Everett shall be sent to the following address:
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<br /> http://mail.system sdesignnw,corn/view:php?Horde=c87c3 5b021 a04ee6a615aad99c4cod8f&thismai... 317/2005
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