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3. General Considerations SRF will perform the Project in a timely manner, but it is hereby agreed that SRF cannot be held responsible for delays occasioned by factors which are beyond its control, or by factors which could not reasonably have been foreseen at the time this Agreement was prepared and executed. Terms of this Agreement may be changed by mutual agreement of the County and SRF. Such changes shall be approved by both parties and incorporated in written amendments to this Agreement. 4. Independent Contractor SRF is an Independent Contractor. Nothing contained in this Agreement is intended or should be construed as creating the relationship of co-partners or joint venturers with the County. No tenure or any rights or benefits, including workers' compensation, unemployment insurance, medical care, sick leave, vacation leave, severance pay, or other benefits available to the County employees, shall accrue to SRF or employees of SRF performing services under this Agreement. SRF shall comply with Federal, State and local laws, together with ordinances and regulations applicable to the work. 5. Records SRF will maintain accounting records in accordance with generally accepted accounting principles and practices. Such records with respect to the Project will be available for examination by the County during SRF's normal business hours for a period of seven years after SRF'S final invoice to the County. 6. Termination of the Agreement Either party may terminate this Agreement (or any part thereof), at any time, upon written notice to the other party, effective upon delivery (including delivery by facsimile or electronic mail). In such event, SRF will be entitled to compensation for work performed up to the date of termination based upon the payment terms of this Agreement. Such payment will not exceed the maximum amount provided for by the terms of this Agreement. 7. Controlling Law The Law of the State of North Dakota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the herein parties and performance under it. If any provision of the Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 8. Ownership of Instruments of Service All reports, plans, specifications, field data and notes and other documents, including all documents on electronic media, prepared by SRF, as instruments of service shall remain the property of the County. File: ('ass County 2