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C. Any and all employees of the Service Provider, while engaged in the performance of any
<br /> Work, shall be considered employees of only the Service Provider and not employees of the City.
<br /> The Service Provider shall be solely liable for any and all claims that may or might arise under the
<br /> Worker's Compensation Act on behalf of said employees or Service Provider, while so engaged
<br /> and for any and all claims made by a third party as a consequence of any negligent act or omission
<br /> on the part of the Service Provider's employees, while so engaged on any of the Work
<br /> D. Service Provider shall comply with all applicable provisions of the Fair Labor Standards
<br /> Act and other legislation affecting its employees and the rules and regulations issued thereunder
<br /> insofar as applicable to its employees and shall at all times save the City free, clear and harmless
<br /> from all actions, claims, demands and expenses arising out of said act, and rules and regulations
<br /> that are or may be 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
<br /> the term of the Agreement be enacted as to all persons employed by the Service Provider and as
<br /> to all duties, activities and requirements by the Service Provider in performance of the Work and
<br /> Service Provider shall assume exclusive liability therefore, and meet all requirements thereunder
<br /> pursuant to any rules or regulations that are now or may be promulgated in connection therewith.
<br /> 13. Employment. The Service Provider warrants that he had not employed or retained any
<br /> company or person, other than a bona fide employee working solely for the Service Provider, to
<br /> solicit or secure this Agreement and that he has not paid or agreed to pay any company or person,
<br /> other than a bona fide employee working solely for the Service Provider, any fee, commission,
<br /> percentage,brokerage fee, gifts, or any other consideration, contingent upon or resulting from the
<br /> award or making of this Agreement. For breach or violation of this warranty, the City shall have
<br /> the right to annul this Agreement without liability or, in its discretion, to deduct from the
<br /> Agreement price or consideration or otherwise recover, the full amount of such fee, commission,
<br /> percentage, brokerage fee, gift, or contingent fee.
<br /> 14. Audits and Inspections. At any time during normal business hours and as often as the City
<br /> maydeem necessary, the Service Provider shall make available to theCityfor the y, o t e City s
<br /> examination all of the Service Provider's records and documents with respect to all matters
<br /> covered bythis Agreement and, furthermore, the Service Provider willpermit the Cityto audit,
<br /> g
<br /> examine and make copies, excerpts or transcripts from such records, and to make audits of all
<br /> contracts, invoices, materials,payrolls, records of personnel, conditions of employment and other
<br /> data relating to all matters covered by this Agreement.
<br /> 15. City of Everett Business License. Service Provider agrees to obtain a City of Everett
<br /> business license prior to performing any work pursuant to this Agreement.
<br /> 16. State of Washington Requirements. Service Provider agrees to register and obtain any State
<br /> of Washington business licenses, Department of Revenue account and/or unified business
<br /> identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing any work
<br /> pursuant to this Agreement.
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<br /> Gordian Group,Inc.Professional Services Agreement(2018)
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