2010/01/27 Council Agenda Packet

• • deduct from the Agreement price or consideration or otherwise recover;.the full amount of such fee, commission, percentage,brokerage fee, gift, or contingent fee. • 14. Audits and Inspections. At any time during normal business hours and as often as the City may deem necessary, the Service Provider shall make available to the City for the City's examination all of the Service Provider's records and documents with respect to all matters covered by this Agreement and, furthermore, the 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. 15. City of Everett Business License. Service Provider agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. 16. State of Washington Requirements. Service Provider agrees to 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. . 17. 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. 18. 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. • 19. Waiver. Any waiver by the 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. • 20. 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. 21. Modification of Agreement. This,Agreement may be modified as provided in ¶8, or by.a writing explicitly identified as a modification of this Agreement that is signed by authorized representatives of the City and the Service Provider. 22. Severability. •If any part of this.Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, the remainder of the Agreement shall remain in full force and effect. • 23. Notices. . A. Notices to the City of Everett shall be sent to the following address: Page 7 of 16 16