2010/11/03 Council Agenda Packet

t3 • • . • 11. OVERPAYMENT: In the event that WDFW establishes'overpayment or erroneous•payments • • made to the Contractor under this contract, WDFW may secure payment, plus'interest shall accrue at a rate of twelve percent-(12%) per annum from the time WDFW demands repayment of funds. • 12. HOLD.HARMLESSAND INDEMNIFICATION:'To the fullest extent permitted•by law, Contractor • shall indemnify, defend and.hdld harmless WDFW, its officials, agents and employees, from and• against all.claims arising out Of Or resulting from the performance of the contract."Claim"as used - in.this agreementmeans any financial Toss;claim, suit, action;damage, or expense, including but • • not limited to attorneys' fees, attributable for.bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Contractor's obligation to • indemnify,defend;and hold harmless includes any claim by contractor's.agents,.employees, • - representatives,or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend,.and hold harmless WDFW for any claim arising out of or incident to Contractor's or any Subcontractors performance or failure to perform the contract..Contractor's obligation to indemnify;defend,.and hold harmlessWDFWshall not be eliminated or.reduced by any actual or • . . alleged concurrent negligence of WDFW or its agents, agencies, employees and officials. • 13. . 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 WDFW: • 14. ASSIGNMENT: This contract shall not be assignable in whole or in part by the Contractor except ' with the expressed written consent of WDFW. 15: 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 thestate"of Washington certification program and:shall be subject to applicable requirements of Chapter 39.19 RCW. . 16. . COVENANT AGAINST CONTINGENT.FEES: The Contractorwarrants that no person or•selting • - ' . • 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. WDFW 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. • 17. CONFLICT OF INTEREST: WDFW 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. 18. WDFW DOES NOT ASSUME ADDITIONAL DUTIES: WDFW does not assume any obligation or • duty;except as required by federal or statelaw, to determine if.Contractor is complying with all - applicable statutes, rules, codes ordinances or permits. . . • Revised 10/25106 Page 3 of 15 .116