2011/01/19 Council Agenda Packet

2 12. CERTIFICATION REGARDING DEBARMENT SUSPENSION OR INELIGIBILITY If federal funds are the basis for this contract, the Contractor certifies that neither the Contractor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this contract by any federal department or agency. If requested by the County or the Department, the Contractor shall complete and sign a Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion form. Any such form completed by the Contractor for this Contract shall be incorporated into this Contract by reference. Further, the Contractor agrees not to enter into any arrangements or contracts related to this grant with any party that is on the "General Service Administration List of Parties Excluded from Federal Procurement or Non-procurement Programs"which can be found at www.epls.gov. 13. CERTIFICATION REGARDING NIMS COMPLIANCE Federal funds are the basis for this contract, therefore the Contractor certifies it is in compliance with the NIMS requirements. If requested by the County, the Contractor shall complete and sign a certification regarding NIMS compliance. Any such form completed by the Contractor for this contract shall be incorporated into this contract by reference. Further, the Contractor agrees not to enter into any subcontracts related to this grant with any party that is not NIMS compliant. 14. LIMITATION OF AUTHORITY The signatories to this contract represent that they have the authority to bind their respective organizations to this contract. Only the person authorized by each party to execute this contract, or the delegate of that authorized person, which delegation shall be in writing and made prior to action by the delegate, shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the authorized persons. 15. CONTRACTOR NOT EMPLOYEE—INDEPENDENT STATUS OF CONTRACTOR The parties intend that an independent contractor relationship will be created by this contract. The Contractor and/or employees or agents performing under this contract are not employees or agents of the County or the Department in any manner whatsoever, and will not be presented as nor claim to be officers or employees of the County, the Department or of the State of Washington by reason hereof, nor will the Contractor and/or employees or agents performing under this contract make any claim, demand, or application to or for any right, privilege or benefit applicable to an officer or employee of the County, the Department or of the State of Washington, including, but not limited to, Worker's Compensation coverage, unemployment insurance benefits, social security benefits, retirement membership or credit, or privilege or benefit which would accrue to a civil service employee under Chapter 41.06 RCW. 16. NONASSIGNABILITY This contract, the work to be provided under this contract, and any claim arising thereunder, are not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. 17. 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 of the County. Contractor shall use a competitive process in award of any contracts with subcontractors that are entered into after original contract award. All subcontracts entered into pursuant to this contract shall incorporate this contract in full by reference. In no event shall the existence of the subcontract operate to release or reduce the liability of the Contractor to the County or the Department for any breach in the performance of the Contractor's duties. The County or the Department may request a copy of any and/or all subcontracts for work being completed under this contract. 18. CONTRACT MODIFICATIONS The County and the Contractor may, from time to time, request changes to the contract or grant. Any such changes that are mutually agreed upon by the County and the Contractor shall be incorporated herein by written amendment to this contract. It is mutually agreed and understood that no alteration or E11-093 SHSP-2010 Page 10 of 16 City of Everett 29