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Snohomish County Interlocal Agreement for Edmonds Museum Exterior RestorationCONTRACTOR: City of Edmonds CONTACT PERSON: Thom Sullivan ADDRESS: 7110 2101h St SW Edmonds, WA 98026 FEDERAL TAX ID NUMBER/U:B.I. NUMBER: 91-6001244 TELEPHONE: (425)275-4515 COUNTY DEPT: Parks, Recreation and Tourism DEPT. CONTACT PERSON: Jana Notoa TELEPHONE/FAX NUMBER: (360) 805-6710 PROJECT: Edmonds Museum Exterior Restoration AMOUNT: Not to exceed $10,000 FUND SOURCE: 100-001-511014105204 CONTRACT DURATION: Contract execution through December 31, 2017 AGREEMENT FOR HISTORICAL PRESERVATION OR HISTORICAL PROGRAMS THIS AGREEMENT (the "Agreement") is made by and between SNOHOMISH COUNTY, a political subdivision of the State of Washington (the "County"), and City of Edmonds, a Washington, municipality (the "Contractor"). Recitals: WHEREAS, RCW 36.22.170, as amended, directs county auditors to impose an additional surcharge upon the recordings of each document; and WHEREAS, RCW 36.22.170 authorizes the legislative bodies of counties to use, at their discretion, $1.00 of that surcharge to promote historical preservation or historical programs, which may include preservation of historic documents; and WHEREAS, by Ordinance No. 08-153, adopted March 4, 2009, the Snohomish County Council amended SCC 2.96.030, by adding subsection SCC 2.96.030(8), to direct the Snohomish County Historical Preservation Commission (the "Commission") to make recommendations to the County Council for an application process for, and for the use of, the $1.00 surcharge funds authorized for historical preservation or historical programs under RCW 36.22.170; and - 7053 AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 1 of 13 cwv -5-- // � WHEREAS, by Motion No. 09-199, passed May 13, 2009, the County Council approved the Community Heritage Program process and policies recommended to it by the Commission; and WHEREAS, by Motion No. 17-120, passed May 3, 2017, the County Council approved the 2017 Community Heritage Program expenditures recommended to it by the Commission at the levels set forth in that recommendation (or as subsequently amended by the County Council) and authorized the County Executive to execute the necessary contracts; and WHEREAS, the Contractor's project was one of thirteen (13) projects recommended by the Commission and authorized by Motion No. 17-120 for funding in 2017; NOW, THEREFORE, in consideration of the mutual benefits and covenants contained herein, the parties agree as follows: 1. Purpose of Agreement, Scope of Services. The purpose of this Agreement is to provide funding for the Contractor's historical preservation or historical program described in Appendix A (the "Project"), which Project shall be consistent with Appendix C, the Contractor's Project application. Appendices A and C are attached hereto and by this reference made a part hereof. The Contractor will prepare and present status reports and other information regarding performance of the Agreement as the County may request. 2. Term of Agreement: Time of Performance. This Agreement shall be effective upon mutual execution (the "Effective Date") and shall terminate on December 31, 2017. The Contractor shall commence work upon the Effective Date and shall complete the work required by this Agreement no later than December 31, 2017. 3. Cgnipensation; a. Services. The County will pay the Contractor for services as and when set forth in Appendix B, which is attached hereto and by this reference made a part of this Agreement. b. Invoices. Upon completion of the Project work, the Contractor shall submit a properly executed invoice to the County indicating that all of the Project work has been performed and the amount of the flat fee due from the County. The invoice shall include an itemization of any reimbursable expenses incurred by the Contractor in performing the work, together with reasonable documentation substantiating such expenses, all in accordance with this Section 3 and Appendix B. Subject to Section 8 of this Agreement, the County will pay the invoice within thirty (30) calendar days of receipt, PROVIDED, HOWEVER, that no payment or reimbursement shall be made for Project expenses for which the Contractor has not demonstrated a dollar -for -dollar match in cash or in kind as set forth in Appendix B. AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 2 of 13 c. Contract Maximum. Total charges under this Agreement, all fees and expenses included, shall not exceed $10,000. 4. Indepgndent Contractor. The Contractor agrees that Contractor will perform the services under this Agreement as an ' independent contractor and not as an agent, employee, or servant of the County. This Agreement neither constitutes nor creates an employer -employee relationship. The parties agree that the Contractor is not entitled to any benefits or rights enjoyed by employees of the County. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in this Agreement. The County shall only have the right to ensure performance. Nothing in this Agreement shall be construed to render the parties partners or joint venturers. The Contractor shall furnish, employ and have exclusive control of all persons to be engaged in performing the Contractor's obligations under this Agreement (the "Contractor personnel"), and shall prescribe and control the means and methods of performing such obligations by providing adequate and proper supervision. Such Contractor personnel shall for all purposes be solely the employees or agents of the Contractor and shall not be deemed to be employees or agents of the County for any purposes whatsoever. With respect to Contractor personnel, the Contractor shall be solely responsible for compliance with all rules, laws and regulations relating to employment of labor, hours of labor, working conditions, payment of wages and payment of taxes, including applicable contributions from Contractor personnel when required by law. Because it is an independent contractor, the Contractor shall be responsible for all obligations relating to federal income tax, self-employment or FICA taxes and contributions, and all other so-called employer taxes and contributions including, but not limited to, industrial insurance (workers' compensation). The Contractor agrees to indemnify, defend and hold the County harmless from any and all claims, valid or otherwise, made to the County because of these obligations. The Contractor assumes full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises or payments required by any city, county, federal or state legislation which are now or may during the term of the Agreement be enacted as to all persons employed by the Contractor and as to all duties, activities and requirements by the Contractor in performance of the work under this Agreement. The Contractor shall assume exclusive liability therefor, and shall meet all requirements thereunder pursuant to any rules or regulations that are now or may be promulgated in connection therewith. 5. Changes. No changes or additions shall be made in this Agreement except as agreed to by both parties, reduced to writing and executed with the same formalities as are required for the execution of this Agreement. 6. County Contact Person. The assigned contact person (or Project manager) for the County for this Agreement shall be: AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 3 of 13 Name: Jana Notoa Title: Administration Specialist Department: Parks, Recreation & Tourism Telephone: (360) 805-6710 Email: jana.notoa@snoco.org 7. County Review and ADDroval. When the Contractor has completed any discrete portion of the services, the Contractor shall verify that the work is free from errors and defects and otherwise conforms to the requirements of this Agreement. The Contractor shall then notify the County that said Project work is complete. The County shall promptly review and inspect the work to determine whether the work is acceptable. If the County determines the work conforms to the requirements of this Agreement, the County shall notify the Contractor that the County accepts the work. If the County determines the work contains errors, omissions, or otherwise fails to conform to the requirements of this Agreement, the County shall reject the work by providing the Contractor with written notice describing the problems with the work and describing the necessary corrections or modifications to same. In such event, the Contractor shall promptly remedy the problem or problems and re -submit the work to the County. The Contractor shall receive no additional compensation for time spent correcting errors. Payment for the work will not be made until the Project work is accepted by the County. The Contractor shall be responsible for the accuracy of Project work even after the County accepts the work. If the Contractor fails or refuses to correct the Contractor's work when so directed by the County, the County may withhold from any payment otherwise due to the Contractor an amount that the County in good faith believes is equal to the cost the County would incur in correcting the errors, in re -procuring the work from an alternate source, and in remedying any damage caused by the Contractor's conduct. 8. Records and Access' Audit Ineligible Expenditures, The Contractor shall maintain adequate records to support billings. Said records shall be maintained for a period of seven (7) years after completion of this Agreement by the Contractor. The County or any of its duly authorized representatives shall have access at reasonable times to any books, documents, papers and records of the Contractor which are directly related to this Agreement for the purposes of making audit examinations, obtaining excerpts, transcripts or copies, and ensuring compliance by the County with applicable laws. Expenditures under this Agreement, which are determined by audit to be ineligible for reimbursement and for which payment has been made to the Contractor, shall be refunded to the County by the Contractor: 9. Indemnification. To the maximum extent permitted by law and except to the extent caused by the sole negligence of the County and, if any funds for this Agreement are provided by the State, the State, the Contractor shall indemnify and hold harmless the County and the State, their officers, officials, agents and employees, from and against any and all suits, claims, actions, losses, costs, penalties AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 4 of 13 and damages of whatsoever kind or nature arising out of, in connection with, or incidental to the services and/or deliverables provided by or on behalf of the Contractor. In addition, the Contractor shall assume the defense of the County and, if applicable, the State and their officers and employees in all legal or claim proceedings arising out of, in connection with, or incidental to such services and/or deliverables and shall pay all defense expenses, including reasonable attorneys' fees, expert fees and costs incurred by the County and, if applicable, the State, on account of such litigation or claims. The above indemnification obligations shall include, but are not limited to, all claims against the County and, if applicable, the State by an employee or former employee of the Contractor or its subcontractors, and the Contractor, by mutual negotiation, expressly waives all immunity and limitation on liability, as respects only the County and, if applicable, the State, under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In the event that the County or, if applicable, the State incurs any judgment, award and/or cost including attorneys' fees arising from the provisions of this section, or to enforce the provisions of this section, any such judgment, award, fees, expenses and costs shall be recoverable from the Contractor. In addition to injuries to persons and damage to property, the term "claims," for purposes of this provision, shall include, but not be limited to, assertions that the use or transfer of any software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in an unfair trade practice. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement. Nothing contained within this provision shall affect or alter the application of any other provision contained within this Agreement. 10. Insurance Requirements, The Contractor shall procure by the time of execution of this Agreement, and maintain for the duration of this Agreement, (i) insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the services hereunder by the Contractor, its agents, representatives, or employees, and (ii) a current certificate of insurance and additional insured endorsement when applicable. a. General. Each insurance policy shall be written on an "occurrence" form, except that Professional Liability, Errors and Omissions coverage, if applicable, may be written on a claims made basis. If coverage is approved and purchased on a "claims made" basis, the Contractor warrants continuation of coverage, either through policy renewals or the purchase of AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 5 of 13 an extended discovery period, if such extended coverage is available, for not less than three (3) years from the date of completion of the work which is the subject of this Agreement. By requiring the minimum insurance coverage set forth in this Section 12, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Agreement. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. b. No__Llnnitiation on Liability. The Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the County's recourse to any remedy available at law or in equity. c. Minimum Scope_ and Limits of Insurance. The Contractor shall maintain coverage at least as broad as, and with limits no less than: (i) General Liability: $1,000.000.00 combined single limit per occurrence for bodily injury, personal injury and property damage, and for those policies with aggregate limits, a $1,000.000.00 aggregate limit. CG 00 01 current edition, including Products and Completed Operations; (ii) Automobile Liability: $1,000.000.00 combined single limit per accident for bodily injury and property damage. CA 0001 current edition, Symbol 1; (iii) Workers' Compensation: To meet applicable statutory requirements for workers' compensation coverage of the state or states of residency of the workers providing services under this Agreement; and (iv) 'Einpioy_ens' LiabiliLy or "Stop Gap" coverage: $1,000.000.00. d. Other Insurance Provisions and Requirements. The insurance coverages required in this Agreement for all liability policies except workers' compensation and Professional Liability, if applicable, must contain, or must be endorsed to contain, the following provisions: (i) The County, its officers, officials, employees and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Agreement. Such coverage shall be primary and non-contributory insurance as respects the County, its officers, officials, employees and agents. Additional Insured Endorsement shall be included with the certificate of insurance, "CG 2026 07/04" or its equivalent is required. (ii) The Contractor's insurance coverage shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. (iii) Any deductibles or self -insured retentions must be declared to, and approved by, the County. The deductible and/or self -insured retention of the policies shall not limit or apply to the Contractor's liability to the County and shall be the sole responsibility of the Contractor. AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 6 of 13 (iv) Insurance coverage must be placed with insurers with a Best's Underwriting Guide rating of no less than A:VIII, or, if not rated in the Best's Underwriting Guide, with minimum surpluses the equivalent of Best's surplus size VIII. Professional Liability, Errors and Omissions insurance coverage, if applicable, may be placed with insurers with a Best's rating of B+:VII. Any exception must be approved by the County. Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits until after forty-five (45) calendar days' prior written notice has been given to the County. If at any time any of the foregoing policies fail to meet minimum requirements, the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with the appropriate certificates and endorsements, for approval. e. Subcontractors. The Contractor shall include all subcontractors as insureds under its policies, or shall furnish separate certificates of insurance and policy endorsements for each subcontractor. Insurance coverages provided by subcontractors instead of the Contractor as evidence of compliance with the insurance requirements of this Agreement shall be subject to all of the re uirements staters herein. 11. County Non-discrimination. It is the policy of the County to reject discrimination which denies equal treatment to any individual because of his or her race, creed, color, national origin, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability as provided in Washington's Law against Discrimination, Chapter 49.60 RCW, and the Snohomish County Human Rights Ordinance, Chapter 2.460 SCC. These laws protect against specific forms of discrimination in employment, credit transactions, public accommodation, housing, county facilities and services, and county contracts. The Contractor shall comply with the substantive requirements of Chapter 2.460 SCC, which are incorporated herein by this reference. Execution of this Agreement constitutes a certification by the Contractor of the Contractor's compliance with the requirements of Chapter 2.460 SCC. If the Contractor is found to have violated this provision, or to have furnished false or misleading information in an investigation or proceeding conducted pursuant to this Agreement or Chapter 2.460 SCC, this Agreement may be subject to a declaration of default and termination at the County's discretion. This provision shall not affect the Contractor's obligations under other federal, state, or local laws against discrimination. 12. Federal Non-discrimination. Snohomish County assures that no persons shall on the grounds of race, color, national origin, or sex as provided by Title VI of the Civil Rights Act of 1964 (Pub. L. No. 88-352), as amended, and the Civil Rights Restoration Act of 1987 (Pub. L. No. 100-259) be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any County sponsored program or activity. Snohomish County further AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 7 of 13 assures that every effort will be made to ensure nondiscrimination in all of its programs and activities, whether those programs and activities are federally funded or not. 13. Em ig ment of County Employees. SCC 2.50.075, "Restrictions on future employment of County employees," imposes certain restrictions on the subsequent employment and compensation of County employees. The Contractor represents and warrants to the County that it does not at the time of execution of this Agreement, and that it shall not during the term of this Agreement, employ a former or current County employee in violation of SCC 2.50.075. For breach or violation of these representations and warranties, the County shall have the right to terminate this Agreement without liability. 14. Compliance with Other Laws. The Contractor shall comply with all other applicable federal, state and local laws, rules, and regulations in performing this Agreement. 15. Compliance with Grant Terms and Conditions. The Contractor shall comply with any and all conditions, terms and requirements of any federal, state or other grant, if any, that wholly or partially funds the Contractor's work hereunder. 16. Prohibition of Contingency Fee Arrangements. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to terminate this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 17. Force. Majeurc. If either party is unable to perform any of its obligations under this Agreement as a direct result of an unforeseeable event beyond that party's reasonable control, including but not limited to an act of war, act of nature (including but not limited to earthquake and flood), embargo, riot, sabotage, labor shortage or dispute (despite due diligence in obtaining the same), or governmental restriction imposed subsequent to execution of the Agreement (collectively, a "force majeure event"), the time for performance shall be extended by the number of days directly attributable to the force majeure event. Both parties agree to use their best efforts to minimize the effects of such failures or delays. 18. SuSnension of Work, The County may, at anytime, instruct the Contractor in writing to stop work effective immediately, or as directed, pending either further instructions from the County to resume the work or a notice from the County of breach or termination under Section 21 of this Agreement. AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 8 of 13 19. Non -Waiver of Breach, Termination. a. The failure of the County to insist upon strict performance of any of the covenants or agreements contained in this Agreement, or to exercise any option conferred by this Agreement, in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. b. If the Contractor breaches any of its obligations hereunder, and fails to cure the same within five (5) business days of written notice to do so by the County, the County may terminate this Agreement, in which case the County shall pay the Contractor only for the services and corresponding reimbursable expenses, if any, accepted by the County in accordance with Sections 3 and 8 hereof. c. The County may terminate this Agreement upon five (5) business days' written notice to the Contractor for any reason other than stated in subparagraph b above, in which case payment shall be made in accordance with Sections 3 and 8 hereof for the services and corresponding reimbursable expenses, if any, reasonably and directly incurred by the Contractor in performing this Agreement prior to receipt of the termination notice. d. Termination by the County hereunder shall not'affect the rights of the County as against the Contractor provided under any other section or paragraph herein. The County does not, by exercising its rights under this Section 21, waive, release or forego any legal remedy for any violation, breach or non-performance of any of the provisions of this Agreement. At its sole option, the County may deduct from the final payment due the Contractor (i) any damages, expenses or costs arising out of any such violations, breaches or non-performance and (ii) any other set -offs or credits including, but not limited to, the costs to the County of selecting and compensating another contactor to complete the work of the Agreement. 20. Notices. All notices and other communications shall be in writing and shall be sufficient if given, and shall be deemed given, on the date on which the same has been mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: If to the County: Snohomish County Parks Cultural Resource Division 144051791h Ave. SE Monroe, Washington 98272 Attention: Hal Gausman Cultural Resource Manager If to the Contractor: City of Edmonds 7110 21011 St. SW Edmonds, WA 98026 Attention: Thom Sullivan (425)-275-4515 AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 9 of 13 The County or the Contractor may, by notice to the other given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. 21. Confidentiality, The Contractor shall not disclose, transfer, sell or otherwise release to any third party any confidential information gained by reason of or otherwise in connection with the Contractor's performance under this Agreement. The Contractor may use such information solely for the purposes necessary to perform its obligations under this Agreement. The Contractor shall promptly give written notice to the County of any judicial proceeding seeking disclosure of such information. 22. Public_ Records Act. This Agreement and all public records associated with this Agreement shall be available from the County for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public records then in the custody of the Contractor are needed for the County to respond to a request under the Act, as determined by the County, the Contractor agrees to make them promptly available to the County. If the Contractor considers any portion of any record provided to the County under this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, the Contractor shall clearly identify any specific information that it claims to be confidential or proprietary. If the County receives a request under the Act to inspect or copy the information so identified by the Contractor and the County determines that release of the information is required by the Act or otherwise appropriate, the County's sole obligations shall be to notify the Contractor (a) of the request and (b) of the date that such information will be released to the requester unless the Contractor obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order enjoining disclosure, the County will release the requested information on the date specified. The County has, and by this section assumes, no obligation on behalf of the Contractor to claim any exemption from disclosure under the Act. The County shall not be liable to the Contractor for releasing records not clearly identified by the Contractor as confidential or proprietary. The County shall not be liable to the Contractor for any records that the County releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. 23. Interpretation. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the parties. The language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the parties hereto. The captions and headings of this Agreement are used only for convenience and are not intended to affect the interpretation of the provisions of this Agreement. This Agreement shall be construed so that wherever applicable the use of the singular number shall include the plural number, and vice versa, and the use of any gender shall be applicable to all genders. 24. Complete AKMIML. This Agreement constitutes the entire understanding of the parties. Any written or verbal agreements that are not set forth herein or incorporated herein by reference are expressly excluded. AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Page 10 of 13 25. Conflicts between Attachments and Text. Should any conflicts exist between any attached exhibit or schedule and the text or main body of this Agreement, the text or main body of this Agreement shall prevail. 26. No Third Party, Beneficiaries. The provisions of this Agreement are for the exclusive benefit of the County and the Contractor. This Agreement shall not be deemed to have conferred any rights, express or implied, upon any third parties. 27. Governing Law-, Venue: This Agreement shall be governed by the laws of the State of Washington. The venue of any action arising out of this Agreement shall be in the Superior Court of the State of Washington, in and for Snohomish County, 28. Severability. Should any clause, phrase, sentence or paragraph of this agreement be declared invalid or void, the remaining provisions of this Agreement shall remain in full force and effect. 29. A�ztk� Each signatory to this Agreement represents that he or she has full and sufficient authority to execute this Agreement on behalf of the County or the Contractor, as the case may be, and that upon execution of this Agreement it shall constitute a binding obligation of the County or the Contractor, as the case may be. 30. Survival. Those provisions of this Agreement that by their sense and purpose should survive expiration or termination of the Agreement shall so survive. 31. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. SNOHOMISH COUNTY, County Executive Date AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION CONTRACTOR: Thom Sullivan ate Title: Facilities Manager Page 11 of 13 Approved as to insurance and indemnification provisions: Risk Management Date Approved as to form only: Deputy Prosecuting Attorney Date AGREEMENT FOR CITY OF EDMONDS MUSEUM EXTERIOR RESTORATION Apgrov as to form only: Legal Counsel to the Contractor Date Page 12 of 13 Appendix A Scope of Services CONTRACTOR: CITY OF EDMONDS PROJECT: EDMONDS MUSEUM EXTERIOR RESTORATION The Contractor will be reimbursed by the County for Project work, including eligible expenses incurred in executing the Project, pursuant to the Agreement in an amount not to exceed the Contract Maximum. The Contractor shall use the funds to restore the original skylight, two exterior doors and two large east facing windows to period specific design of the Edmonds Carnegie Library building. B-1 Appendix B Compensation 1. The Contractor will be reimbursed by the County for services provided and/or eligible expenses incurred in executing the Project pursuant to the Agreement in an amount not to exceed the Contract Maximum. 2. Expenses eligible for reimbursement under the Agreement are defined as those listed in the "COUNTY" column of the Project budget below and, to the extent not inconsistent with this Appendix B, as provided in Appendix C. Invoices submitted to the County by the Contractor shall include itemized invoices from third parties, if any, for all eligible expenditures for which the Contractor seeks reimbursement. In addition, if County funds are used to pay in whole or in part the cost of any printed or published materials, the Contractor shall submit with its request for reimbursement for costs associated with that printing or publication: three (3) copies of the printed materials; one (1) copy of each print advertisement as printed; and one (1) copy of the text of each broadcast medium advertisement. The Contractor will not be reimbursed for any expenses incurred by it which provide direct promotional benefit to a specific private business entity. In order to ensure timely closeout of the Project, the Contractor shall submit its final invoice to the County no later than thirty (30) calendar days after completion of the Project work to be -reimbursed pursuant to this Agreement, PROVIDED THAT, in no event shall billings submitted after that date be paid by the County, and PROVIDED FURTHER, that the aggregate of all billings submitted by the Contractor and paid by the County pursuant to this Agreement shall not exceed the Contract Maximum. By December 31, 2017, the Contractor shall also provide to the County a final report summarizing the historical preservation or historical program activity funded by this Agreement and discussing how funds provided under this Agreement have enhanced historical preservation or historical programs in Snohomish County. 3. Credit. Unless otherwise specifically provided in Appendix A, any publications produced as a result of the Project shall prominently feature the following credit: MADE POSSIBLE IN PART BY ASSISTANCE FROM THE SNOHOMISH COUNTY COMMUNITY HERITAGE PROGRAM. Other credits, tag lines or wording may be required, as set forth in Appendix A, and may be in addition to or in lieu of the above -described phrase, as stipulated in Appendix A. PROJECT BUDGET ITEM COUNTY MATCH Cash In -Kind Professional Fees $10.000 $25,000 Administration Fees $2,500 TOTAL $10.000 $25.000 $2,500 B-2 Appendix C CONTRACTOR GRANT APPLICATION [INSERT APPLICATION HERE] C-1