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b.Agency shall at all times be an independent Agency and not an agent or representative of the CountywithregardtoperformingtheServices.Agency shall not represent that it is,or hold itself out as,anagentorrepresentativeoftheCounty.In no event shall Agency be authorized to enter into anyAgreementorundertakingfororonbehalfoftheCounty.It is understood that the Agency and theAgency's staff and employees are not employees of the County and are not,therefore,entitled to
<br />any benefits provided employees of the County.
<br />c.Agency shall comply with all applicable laws,ordinances,rules,regulations,orders,licenses,
<br />permits,and other requirements,now or hereafter in effect,of any governmental authority (including,
<br />but not limited to,such requirements as may be imposed upon the County and applicable to
<br />Services).Agency shall furnish such documents as may be required to effect or evidence such
<br />compliance.All laws,ordinances,rules,and orders required to be incorporated into agreements of
<br />this character are incorporated into this Agreement by this reference.Agency agrees to obtain all
<br />required licenses and permits,and further agrees to keep them in full force and effect during the
<br />term of this Agreement.
<br />d.The County and the Agency agree that in fulfilling the terms and conditions of this Agreement neither
<br />shall discriminate on the basis of race,creed,color,national origin,age,sex,marital status,or the
<br />presence of a physical,sensory,or mental handicap.
<br />e.The Services shall at all times be subject to inspection by and approval of the County,but theCounty's making (or failure or delay in making)such inspection or approval shall not relieve Agency
<br />of its responsibility to perform the Services in accord with this Agreement,notwithstanding theCounty's knowledge of defective or non-complying performance,or the substantiality or ease ofdiscoveringthesame.Agency shall provide the County with sufficient,safe,and proper facilities
<br />and equipment for such inspection and free access to such facilities.
<br />f.This contract is subject to review by any Federal or State auditor.Agency shall promptly furnish theCountyoritsdesignee,or such Federal or State auditor with such information related to the Services
<br />as may be requested by the applicable governmental entity.Agency shall preserve and maintain
<br />all financial records and records relating to performance of Services under this Agreement for six
<br />(6)years after contract termination.For such duration after the County makes final payment of
<br />compensation due hereunder,Agency shall provide the County access to (and the County shall
<br />have the right to examine,audit and copy,with or without notice)all of Agency's books,documents,
<br />papers and records related to the Services or this Agreement.
<br />g.Agency understands and acknowledges that Agency is solely responsible for its own reporting and
<br />accounting of all state,federal,social security,and local taxes,of every nature,arising from Agency's
<br />performance of this Agreement.All compensation received by the Agency will be reported to the
<br />Internal Revenue Service at the end of the calendar year in accord with the applicable IRS regulations.
<br />Section 4.Release,Indemnity,and Hold Harmless.
<br />The County assumes no liability for the Agency's actions under this Agreement.Agency releases and
<br />shall defend,indemnify,and hold harmless the County,its officers and employees,agents,
<br />representatives,attorneys and/or volunteers,from and against all claims,costs,liabilities,damages,and
<br />expenses,(including,but not limited to,reasonable attorney fees)which arise or may arise or be alleged
<br />to arise out of or by reason of this Agreement including:
<br />•Any fault,negligence,strict liability or product liability of Agency in connection with the Services for
<br />this Agreement;
<br />2021 Law &Justice Council Funding Agreement Page 2
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