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(2) The service performed is outside the usual course of business for the City, or will not be
<br /> performed at any place of business of the City, or Service Provider is responsible for the costs of the
<br /> principal place of business from which the service is performed; and
<br /> (3) Service Provider is customarily engaged in an independently established business of the same
<br /> nature as the service performed, or has a principal place of business for the service performed that is
<br /> eligible for a business deduction for federal income tax purposes; and
<br /> (4) On the effective date of this Agreement, Service Provider is responsible for filing a schedule of
<br /> expenses,for the next applicable filing period,with the internal revenue service for the type of service
<br /> performed; and
<br /> (5) By the effective date of this Agreement or within a reasonable time thereafter, Service Provider
<br /> has established an account with the department of revenue and other state agencies,where required, for
<br /> the service performed for the payment of all state taxes normally paid by employers and businesses and
<br /> has registered for and received a unified business identifier number from the state of Washington; and
<br /> (6) By the effective date of this Agreement, Service Provider is maintaining a separate set of
<br /> records that reflect all items of income and expenses of the services performed.
<br /> C. Any and all employees of Service Provider,while engaged in the performance of any Work, shall
<br /> be considered employees of Service Provider 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 Service Provider,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 Service Provider's employees,while so engaged on any of the Work, shall be the sole
<br /> obligation and responsibility of Service Provider.
<br /> D. Service Provider shall comply with all applicable provisions of the Fair Labor Standards Act and
<br /> other legislation affecting its employees and the rules and regulations issued thereunder insofar as
<br /> applicable to its employees and shall at all times save the City free,clear and harmless from all actions,
<br /> claims, demands and expenses arising out of said act,and rules and regulations that are or may be
<br /> promulgated in connection therewith.
<br /> E. 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 /> Page 4
<br /> (Form Approved by City Attorney's Office January 1,2010,updated November 21,2016)
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