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The applicable financial certification documents must also be submitted to the County
<br />once every 12 months:
<br />11.1. W-9 Form, Request for Taxpayer Identification
<br />11.2. Last Audited Financial Statements, or Form 990; or Form 990T; or Form 1120 for
<br />Corporations; or Schedule C from 1040 for individuals.
<br />12. Indemnification and Hold Harmless. Contractor will indemnify, hold harmless and
<br />defend the County from all claims, costs, damages or expenses including reasonable legal
<br />expenses arising out of the negligence or wrongful acts of the Contractor, its
<br />subcontractors , its successors or assigns, or its agents, servants, or employees. In the
<br />case of negligence of both County and Contractor any damages allowed shall be levied in
<br />proportion to the percentage of negligence attributable to each party. Each party to this
<br />Agreement hereby assumes responsibility for claims and/or damages to persons and/or
<br />property resulting from any act or omission on the part of itself, its employees, its
<br />subconsultants, its officers, and its agents.
<br />13. Industrial Insurance Waiver: With respect to the performance of this agreement and as
<br />to claims against the County, its officers, agents and employees, the Contractor
<br />expressly waives its immunity under Title 51 of the Revised Code of Washington, the
<br />Industrial Insurance Act, for injuries to its employees and agrees that the obligations to
<br />indemnify, defend and hold harmless provided in this agreement extend to any claim
<br />brought by or on behalf of any employee of the Contractor. This waiver is mutually
<br />negotiated by the parties to this agreement.
<br />14. Independent Status/Contractor. Contractor's services shall be furnished as an
<br />independent contractor and nothing herein contained shall be construed to create a
<br />relationship of employer-employee or master-servant. All payments made hereunder and
<br />all services performed shall be made and performed pursuant to this Agreement by
<br />Contractor as an independent contractor. It is understood and agreed that County is not
<br />responsible for payroll deductions of any kind, including but not limited to, Federal
<br />Taxes, FICA and/or employee benefits.
<br />15. Inspection. During the term of this Agreement and for one (1) year following
<br />termination or expiration of this Agreement, Contractor shall provide reasonable access
<br />to Contractor's place of business, Contractor records, and client records, to County and to
<br />any authorized agent of the state of Washington or the federal government in order to
<br />monitor, audit, and evaluate Contractor's performance and compliance with applicable
<br />laws, regulations, and this Agreement. Such representatives shall be permitted to audit,
<br />examine, and make excerpts or transcripts from such records and to make audits of all
<br />contracts, invoices, materials, payroll, and records of matters covered by this Agreement.
<br />16. Insurance. Contractor shall maintain and keep current General Liability Insurance, at a
<br />minimum of $1,000,000 each occurrence, $2,000,000 general aggregate. The policy shall
<br />be endorsed and the certificate shall name County, its officers, agents and employees as
<br />an Additional Insured with respect to activities under the contract. Such insurance shall
<br />be primary and non-contributory. Within one (1) week following execution of this
<br />Agreement, Contractor shall submit a Certificate of Insurance and endorsements,
<br />executed by a duly authorized representative of each insurer and showing compliance
<br />with the insurance requirements specified in this Agreement. Contractor shall assure that
<br />updated Certificates of Insurance and endorsements are provided to County for the
<br />duration of this Agreement. Contractor shall notify County forty-five (45) days before
<br />#18--General Terms and Conditions Page 4 of 10
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