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3. Compensation <br />a. Reimbursement. The County will reimburse the City as set forth in Schedule <br />B, which is attached hereto and by this reference made a part of this Agreement <br />b. Overhead and Expenses No claims for reimbursement of overhead or <br />expenses will be allowed under this Agreement <br />c. Invoices. Upon completion of the City's eligible expense for the project, the <br />City shall submit a properly executed invoice to the County indicating the amount of eligible <br />expenses for reimbursement The invoice shall include an itemization of all reimbursable <br />expenses incurred by the City with reasonable documentation substantiating such expenses, all in <br />accordance with this Section 3 and Schedule A. Subject to Section 7 of this Agreement, the <br />County will pay the invoice within thirty (30) calendar days of receipt. <br />d. Contract Maximum Total reimbursable expenses under this Agreement, all <br />fees and expenses included, shall not exceed $641,456.00 for this Agreement Schedule C <br />contains additional information on CARES Act Funding requirements and is made a part of this <br />Agreement by this reference <br />4. Independent Contractor. The City agrees that City will perform the services under <br />this Agreement as an independent contractor and not as an agent, employee, or servant of the <br />County. This Agreement neither constitutes nor creates an employer -employee relationship. <br />The parties agree that the City is not entitled to any benefits or rights enjoyed by employees of <br />the County The City specifically has the right to direct and control City's own activities in <br />providing the agreed services in accordance with the specifications set out in this Agreement. <br />The County shall only have the right to ensure performance. Nothing in this Agreement shall be <br />construed to render the parties partners or joint venturers. <br />The City shall furnish, employ and have exclusive control of all persons to be engaged in <br />performing the City s obligations under this Agreement (the "Contractor personnel"), and shall <br />prescribe and control the means and methods of performing such obligations by providing <br />adequate and proper supervision Such Contractor personnel shall for all purposes be solely the <br />employees or agents of the City and shall not be deemed to be employees or agents of the County <br />for any purposes whatsoever. With respect to Contractor personnel, the City shall be solely <br />responsible for compliance with all rules laws and regulations relating to employment of labor, <br />hours of labor, working conditions, payment of wages and payment of taxes, including <br />applicable contributions from Contractor personnel when required by law. <br />Because it is an independent contractor, the City shall be responsible for all obligations <br />relating to federal income tax, self-employment or FICA taxes and contributions and all other <br />so-called employer taxes and contributions including, but not limited to, industrial insurance <br />(workers' compensation) The City agrees to indemnify, defend and hold the County harmless <br />from any and all claims, valid or otherwise, made to the County because of these obligations <br />The City assumes full responsibility for the payment of all payroll taxes, use, sales, <br />income, or other form of taxes, fees, licenses, excises or payments required by any city, county, <br />CARES ACT FUNDING AGREEMENT <br />WITH CITY OF EVERETT <br />(July 2013 edition) <br />Page 2 of 14 <br />