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1 4 A.27 RESPONSIBILITY FOR PROJECT/STATEMENT OF WORK/WORK PLAN
<br /> While the County undertakes to assist the Subrecipient with the project/statement of
<br /> work/work plan (project) by providing Federal award funds pursuant to this Agreement,
<br /> the project itself remains the sole responsibility of the Subrecipient. The County
<br /> undertakes no responsibility to the Subrecipient, or to any third party, other than as is
<br /> expressly set out in this Agreement.
<br /> The responsibility for the design, development, construction, implementation, operation
<br /> and maintenance of the project, as these phrases are applicable to this project, is solely
<br /> that of the Subrecipient, as is responsibility for any claim or suit of any nature by any
<br /> third party related in any way to the project.
<br /> Prior to the start of any construction activity, the Subrecipient shall ensure that all
<br /> applicable Federal, State, and local permits and clearances are obtained, including but
<br /> not limited to FEMA compliance with the National Environmental Policy Act, the National
<br /> Historic Preservation Act, the Endangered Species Act, and all other environmental
<br /> laws, regulations and executive orders.
<br /> The Subrecipient shall defend, at its own cost, any and all claims or suits at law or in
<br /> equity, which may be brought against the Subrecipient in connection with the project.
<br /> The Subrecipient shall not look to the County, or to any state or federal agency, or to any
<br /> of their employees or agents, for any performance, assistance, or any payment or
<br /> indemnity, including but not limited to cost of defense and/or attorneys' fees, in
<br /> connection with any claim or lawsuit brought by any third party related to any design,
<br /> development, construction, implementation, operation and/or maintenance of a project.
<br /> A.28 SEVERABILITY
<br /> If any court of rightful jurisdiction holds any provision or condition under this Agreement
<br /> or its application to any person or circumstances invalid, this invalidity does not affect
<br /> other provisions, terms Or conditions of the Agreement, which can be given effect without
<br /> the invalid provision. To this end, the terms and conditions of this Agreement are
<br /> declared severable.
<br /> A.29 SUBRECIPIENT NOT EMPLOYEE
<br /> The parties intend that an independent contractor relationship will be created by this
<br /> Agreement. The Subrecipient, and/or employees or agents performing under this
<br /> Agreement are not employees or agents of the County in any manner whatsoever. The
<br /> Subrecipient will not be presented as, nor claim to be, an officer or employee of the
<br /> County by reason of this Agreement, nor will the Subrecipient make any claim, demand,
<br /> or application to or for any right or privilege applicable to an officer or employee of the
<br /> County, the Department or of the State of Washington by reason of this Agreement,
<br /> including, but not limited to, Workmen's Compensation coverage, unemployment
<br /> insurance benefits, social security benefits, retirement membership or credit, or privilege
<br /> or benefit which would accrue to a civil service employee under Chapter 41.08 ROW.
<br /> A.30 TAXES. FEES, AND LICENSES
<br /> Unless otherwise provided in this Agreement, the Subrecipient shall be responsible for,
<br /> pay and maintain in current status all taxes, unemployment contributions, fees, licenses,
<br /> assessments, permit charges and expenses of any other kind for the Subrecipient or its
<br /> staff required by statute or regulation that are applicable to Agreement performance.
<br /> A.31 TERMINATION FOR CONVENIENCE
<br /> Notwithstanding any provisions of this Agreement, the Subrecipient may terminate this
<br /> Agreement by providing written notice of such termination to the County's Key Personnel
<br /> identified in the Agreement, specifying the effective date thereof, at least thirty (30) days
<br /> prior to such date.
<br /> Except as otherwise provided in this Agreement, the County, in its sole discretion and in
<br /> the best interests of the State of Washington, may terminate this Agreement in whole or
<br /> in part by providing ten (10) calendar days written notice, beginning on the second day
<br /> after mailing to the Subrecipient. Upon notice of termination for convenience, the County
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<br /> DHS-EMD—Snohomish Co-. SHSP-15 Page 21 of 37 City of Everett, E16-053
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