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claims, demands and expenses arising out of said act, and rules and regulations that are or may be
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<br /> promulgated in connection therewith.
<br /> D. Service Provider assumes full responsibility for the payment of all payroll taxes, use, sales,
<br /> income, or other form of taxes(such as state and, city business and occupation taxes), fees, licenses,
<br /> excises or payments required by any city, federal or state legislation which are now or may during the
<br /> term of the Agreement be enacted as to all persons employed by Service Provider and as to all duties,
<br /> activities and requirements by Service Provider in performance of the Work and Service Provider shall
<br /> assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or
<br /> regulations that are now or may be promulgated in connection therewith.
<br /> 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
<br /> all federal, state, and local laws, regulations,and ordinances applicable to the operation of its business and
<br /> to its performance of work hereunder.
<br /> 16. 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
<br /> Service Provider's work hereunder.
<br /> 17. Waiver. Any waiver by Service Provider or the City or the breach of any provision of this
<br /> Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by
<br /> either party or prevent either party from thereafter enforcing any such provisions.
<br /> 18. Complete Agreement. This Agreement contains the complete and integrated understanding and
<br /> Agreement between the parties and supersedes any understanding,Agreement or negotiation whether oral
<br /> or written not set forth herein.
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