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2. Term of Agreement; Time of Performance. This Agreement shall be effective upon <br />January 1, 2021 (the "Effective Date") and shall terminate on December 31, 2021. The TPA <br />Recipient shall complete its obligations required by this Agreement no later than December 31, <br />2021. The County's obligations after December 31, 2021 are contingent upon local legislative <br />appropriation of necessary funds for this specific purpose in accordance with the County Charter <br />and applicable law. <br />3. Funding of Project and Eligible Expenses. Subject to Section 8 of this Agreement <br />and upon the completion of the Project to the satisfaction of the County, the County will reimburse <br />the TPA Recipient for Project work as set forth in Schedule A, PROVIDED, HOWEVER, that no <br />reimbursement shall be made for Project expenses for which the Schedule A has not demonstrated <br />eligibility. The TPA Recipient shall submit a request for reimbursement for Project expenses <br />supported by detailed statements, including invoices from third parties incident to those Project <br />expenses, if any, indicating Project work performed as appropriate and consistent with the schedule <br />of Project work outlined in Schedule A. Limits for categories of expenses in the Project Budget <br />are set forth in Schedule B, Compensation and Expenses. Total requests for reimbursement for this <br />Project shall not exceed $15,000 (the "Contract Maximum"). <br />4. Independent Contractor. The TPA Recipient agrees that the TPA Recipient will <br />perform its obligations under this Agreement as an independent contractor and not as an agent, <br />employee, or servant of the County. This Agreement neither constitutes nor creates an employer - <br />employee relationship. The parties agree that the TPA Recipient is not entitled to any benefits or <br />rights enjoyed by employees of the County. The TPA Recipient specifically has the right to direct <br />and control TPA Recipient's own activities in providing the agreed services in accordance with <br />the specifications set out in this Agreement. <br />The TPA Recipient shall furnish, employ and have exclusive control of all persons to be <br />engaged in performing the TPA Recipient's obligations under this Agreement (the "TPA Recipient <br />personnel"), and shall prescribe and control the means and methods of performing such obligations <br />by providing adequate and proper supervision. Such TPA Recipient personnel shall for all <br />purposes be solely the employees or agents of the TPA Recipient and shall not be deemed to be <br />employees or agents of the County for any purposes whatsoever. With respect to TPA Recipient <br />personnel, the TPA Recipient shall be solely responsible for compliance with all rules, laws and <br />regulations relating to employment of labor, hours of labor, working conditions, payment of wages <br />and payment of taxes, including applicable contributions from TPA Recipient personnel when <br />required by law. <br />Because it is an independent contractor, the TPA Recipient shall be responsible for all <br />obligations relating to federal income tax, self-employment or FICA taxes and contributions, and <br />all other so-called employer taxes and contributions including, but not limited to, industrial <br />insurance (workers' compensation). The TPA Recipient agrees to indemnify, defend and hold the <br />County harmless from any and all claims, valid or otherwise, made to the County because of these <br />obligations. <br />ed. 2021 <br />TOURISM PROMOTION AREA AGREEMENT <br />WITH CITY OF EVERETT <br />Page 3 of 15 <br />