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Compensation). Service Provider agrees to indemnify,defend and hold the City harmless from any
<br /> claims,valid or otherwise,made against the City because of these obligations.
<br /> B. Any and all employees of Service Provider,while engaged in the performance of any Work,shall be
<br /> 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 /> C. 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 /> D. Service Provider assumes full responsibility for the payment of all payroll taxes,use, sales,income,
<br /> or 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 Service Provider and as to all duties,activities and
<br /> requirements by Service Provider in performance of the Work and Service Provider shall assume
<br /> exclusive liability therefore,and meet all requirements thereunder pursuant to any rules or regulations that
<br /> are now or may be promulgated in connection therewith.
<br /> 12. 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 /> 13. 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 /> 14. 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 /> 15. State of Washnuaton 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 /> 16. Compliance with Federal,State,and Local Laws. Service Provider shall comply with and obey all
<br /> federal,state,and local laws,regulations,and ordinances applicable to the operation of its business and
<br /> to its performance of work hereunder.
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