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C. Ind ep endent ontractor Nothing contained in this Agreement is intended to, or will be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient will at all times remain an "independent contractor" with respect to the services to be performed und r t hi Agreement. The Local Government will b exe mpt f rom payment of aJ I Ut1emp loy m nt omp en satio n, FI CA retirement, life and /or medical in sur an ce and Workers ompensatio n Insura nce, as t he ubrecipient is an independent contractor. D. Hold Harmless The Subrecipient will hold harmless, defend and indemnify the Local Government from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient's performance or nonperformance of the services or subject matter called for in this Agreement. E. Workers' C om pensation The Subrecipient will provide Workers' Compensation Insurance Coverage for all of its employees involved in the performance of this Agreement. F. Insurance a0d Bon di n g The Subrecipient will carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum will purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Local Government. A copy of the certificate of insurance will be provided to the Local Government. The Subrecipient shall furnish the Local Government with properly executed certificate of insurance or a s i gned p • Ii y endorsemen t which shall clearl y evid ence all insurance reqt1ired in t hi ection p ri or to commencement of serv ices. The e1tifi cat es will, at a mi nimm11, list limi t f li a bili ty and coverag . Toe certificate will provide that the underlying insurance contract will not be cancelled or allowed to expire except on thirty (30) days prior written notice to the Local Government. G. Fund in g Source Recogni tion The Subrecipient will insure recognition of the roles of COMMERCE, the WA State CDBG program, and the Local Government in providing services through this Agreement. All ac tivities, fac ili :ti e and it m s -uti l ize d p tu·s ua nt to this Agr eem e nt will be prom inently l ab eled as to f'tmdin g s ource. In add it.io n, the ubrecip ient will i n lude a refer enc to the s up p or t prov ided herein in aU ptJ bli cations mad p ssi bl e w ith fu nd s m a de avai la bl e un d r thi s A g re m ent. H. Amendments The Local Government or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Local Government's governing body. Such amendments will not invalidate this Agreement, nor relieve or release the Local Government or Subrecipient from its obligations under this Agreement. Agreement 2018-2019 CDBG-SR Page 4 of 12