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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 the Washington State Public Records Act. Service Provider
<br /> acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW(the"Act").
<br /> All records owned, used or retained by the City are public records subject to disclosure unless
<br /> exempt under the Act, whether or not such records are in the possession or control of the City or
<br /> Service Provider. Service Provider shall cooperate with the City so that the City may comply
<br /> with all of its obligations under the Act. Within ten (10) days after receipt of notice from the
<br /> City, Service Provider shall deliver to the City copies of all records relating to this Agreement or
<br /> relating to the Work that the City determines qualify as the City's public records under the Act.
<br /> If the City receives a public records request relating to this Agreement or relating to the Work,
<br /> the City shall seek to provide notice to Service Provider at least ten (10) days before the City
<br /> releases records pursuant to such public records request, but in no event will the City have any
<br /> liability to Service Provider for any failure of the City to provide such notice. In addition to its
<br /> other indemnification and defense obligations under this Agreement, Service Provider shall
<br /> indemnify and defend the City from and against any and all losses, penalties, fines, claims,
<br /> demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits,
<br /> judgments, or damage arising from or relating to any failure of Service Provider to comply with
<br /> this Section 16.
<br /> 17. 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.
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<br /> RFP#2019-017 Asset Condition Assessment Professional Services Agreement Short Form
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