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<br /> feature the following credit: MADE POSSIBLE IN PART BY ASSISTANCE FROM THE
<br /> SNOHOMISH COUNTY HISTORICAL PRESERVATION FUND.
<br /> 5. Direction and Control. The Contractor agrees that Contractor will perform the
<br /> services under this Agreement as an independent contractor and not as an agent, employee, or
<br /> servant of the County. The parties agree that the Contractor is not entitled to any benefits or
<br /> rights enjoyed by employees of the County. The Contractor specifically has the right to direct
<br /> and control Contractor's own activities in providing the agreed services in accordance with the
<br /> specifications set out in this Agreement. The County shall only have the right to ensure
<br /> performance. Nothing in this Agreement shall be construed to render the parties pat tilers or joint
<br /> venturers.
<br /> 6. Cophts. Where activities supported by this Agreement produce original books,
<br /> articles, manuals, films, computer programs or other materials, the Contractor may copyright
<br /> such materials if it has first obtained the prior written approval of the County: PROVIDED, that
<br /> the County shall receive- a royalty-free, non-exclusive and irrevocable license to reproduce,
<br /> publish, or use such material. Where such license is exercised, appropriate acknowledgement of
<br /> Contractor's contribution will be made.
<br /> 7. Changes. No changes or additions shall be made in this Agreement except as
<br /> agreed to by both parties, reduced to writing and executed with the same formalities as are
<br /> required for the execution of this Agreement.
<br /> 8. County Review and Approval. Upon submittal of any report or other information
<br /> required by the scope of services to be performed, the County may, following review by the
<br /> County, accept such work or reject it, or request such modification or additions as it deems
<br /> appropriate. Payment for such work will not be made until the work is accepted by the County.
<br /> 9. Records and Access; Audit; Ineligible Expenditures. The Contractor shall maintain
<br /> adequate records to support billings. Said records shall be maintained for a period of seven (7)
<br /> years after completion of this Agreement by the Contractor. The County or any of its duly
<br /> authorized representatives shall have access at reasonable times to any books, documents,papers
<br /> and records of the Contractor which are directly related to this Agreement for the purposes of
<br /> making audit examinations, obtaining excerpts, transcripts or copies, and ensuring compliance by
<br /> the County with applicable laws. Expenditures under this Agreement, which are determined by
<br /> audit to be ineligible for reimbursement and for which payment has been made to the Contractor,
<br /> shall be refunded to the County by the Contractor.
<br /> 10. Hold Harmless. The Contractor shall hold harmless, indemnify and defend the
<br /> County, its officers, officials, employees and agents, from and against any and all claims,
<br /> actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever,
<br /> including costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to
<br /> persons or damage to property or business, caused by or arising out of the acts, errors or
<br /> omissions of the Contractor, Contractor's employees, agents or subcontractors, in the
<br /> performance of this Agreement, PROVIDED, HOWEVER, that the Contractor's obligation
<br /> CONTRACT FOR HISTORIC PRESERVATION PROJECT
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