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time during the execution of the work included herein and for a period of three years after final payment is made. Bills for fees or other compensation for services or expenses shall be submitted to the County in detail sufficient for a proper pre -audit and post audit thereof. VII. WARRANTY The Consultant warrants that he has not employed or retained any company or person other than a bona fide employee working solely for the Consultant to solicit or secure this contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant any fee, commission, percentage fee, gifts or any other consideration, contingent upon or resulting from the award of making of this contract. For breach of violation of this warranty, the County shall have the right to annul this contract without liability. VIII. ENTIRE AGREEMENT This Agreement and its Attachments hereto embody the whole agreement of the parties, and there are no provisions, terms, conditions, or obligations other than those contained herein. This agreement shall supersede all previous communications, representations, or oral agreements between the parties, and no amendment hereto shall be effective unless reduced to writing and signed by the parties hereto. IX. INDEPENDENT CONTRACTOR It is specifically understood and acknowledged by the parties hereto that the Consultant or employees or subcontractors of the Consultant are in no way to be considered employees of the County, but are independent contractors performing solely under the terms of the Agreement and not otherwise. X. COMPENSATION AND METHOD OF PAYMENT The County shall pay to the Consultant professional fees not to exceed the total amount of $24,930. Consultant will invoice the County monthly based on the percent of work completed during the preceding 30 -day period. Each monthly invoice will document the work performed. The County Project Manager will determine if the work performed is consistent with the amount of the invoice and will authorize payment as appropriate. XI. INSURANCE AND INDEMNIFICATION The Consultant shall not commence work on this contract until he has obtained all insurance required under this paragraph and such insurance has been approved by the County's representative. The Consultant shall indemnify and hold harmless the County, its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the consultant and other persons employed or utilized by the consultant in the performance of the contract. F:\Community Development\Users\MPO\Transit\Transit Hubs\Main Transit Hub\Project Admin Consultant\Contract.docx Page 4 52