Archaeology Services Agreement-Nelson Siding Road

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employees, representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend, and hold harmless the County for any claim arising out of or incident to Contractor's or any subcontractor's performance or failure to perform the contract. Contractor's obligation to indemnify, defend, and hold harmless the County shall not be eliminated or reduced by any actual or alleged concurrent negligence of the County or its agents, agencies, employees and officials. 12. SUBCONTRACTING: Neither the Contractor nor any subcontractor shall enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approval from the County. 13. ASSIGNMENT: This contract shall not be assignable in whole or in part by the Contractor except with the expressed written consent of the County. 14. UTILIZATION OF MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISES: To the extent set forth in the special terms and conditions of this contract, the Contractor is encouraged to utilize minority-owned and women owned business enterprises certified by the Office of Minority and Women's Business Enterprises under the state of Washington certification program and shall be subject to applicable requirements of Chapter 39.19 RCW. 15. COVENANT AGAINST CONTINGENT FEES: The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agent maintained by the Contractor for the purpose of securing business. The County shall have the right, in the event of breach of this clause by the Contractor, to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. 16. CONFLICT OF INTEREST: The County may, by written notice to the Contractor terminate this contract if it is found that there is a violation of the State Ethics Law, Chapter 42.52 RCW or any similar statute involving the Contractor in procurement of, or performance under, this contract. 17. THE COUNTY DOES NOT ASSUME ADDITIONAL DUTIES: The County does not assume any obligation or duty, except as required by federal or state law, to determine if Contractor is complying with all applicable statutes, rules, codes ordinances or permits. 18. RECORDS, DOCUMENTS AND REPORTS: The Contractor shall maintain complete financial records relating to this contract and the services rendered including all books, records, documents, receipts, invoices, and all other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by the County, the Office of the State Auditor, and federal officials so authorized by law, rule, regulation, or agreement. The Contractor will retain all books, records, documents, and other materials relevant to this contract for six years after the date of final payment by the County; and make them available for inspection by persons authorized under this provision. Terms and Conditions Page 3 of 10