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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 toanybenefitsprovidedemployeesoftheCounty.
<br />c.Agency shall comply with all applicable laws,ordinances,rules,regulations,orders,licenses,permits,and other requirements,now or hereafter in effect,of any governmental authority(including,but not limited to,such requirements as may be imposed upon the County and applicable toServices).Agency shall furnish such documents as may be required to effect or evidence suchcompliance.AII laws,ordinances,rules,and orders required to be incorporated into agreements ofthischaracterareincorporatedintothisAgreementbythisreference.Agency agrees to obtain allrequiredlicensesandpermits,and further agrees to keep them in full force and effect during thetermofthisAgreement.
<br />d.The County and the Agency agree that in fulfilling the terms and conditions of this Agreement neithershalldiscriminateonthebasisofrace,creed,color,national origin,age,sex,marital status,or thepresenceofaphysical,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 AgencyofitsresponsibilitytoperformtheServicesinaccordwiththisAgreement,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 facilitiesandequipmentforsuchinspectionandfreeaccesstosuchfacilities.
<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 Servicesasmayberequestedbytheappiicablegovernmentalentity.Agency shall preserve and maintainallfinancialrecordsandrecordsrelatingtoperformanceofServicesunderthisAgreementforsix(6)years after contract termination.For such duration after the County makes final payment ofcompensationduehereunder,Agency shall provide the County access to (and the County shallhavetherighttoexamine,audit and copy,with or without notice)all of Agency's books,documents,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 andaccountingofallstate,federal,social security,and local taxes,of every nature,arising from Agency'sperformanceofthisAgreement.All compensation received by the Agency will be reported to theInternalRevenueServiceattheendofthecalendaryearinaccordwiththeapplicableIRSregulations.
<br />Section 4.Release,Indemnity,and Hold Harmless.
<br />The County assumes no liability for the Agency's actions under this Agreement.Agency releases andshalldefend,indemnify,and hold harmless the County,its officers and employees,agents,representatives,attorneys and/or volunteers,from and against all claims,costs,liabilities,damages,andexpenses,(including,but not limited to,reasonable attorney fees)which arise or may arise or be allegedtoariseoutoforbyreasonofthisAgreementincluding:
<br />•Any fault,negligence,strict liability or product liability of Agency in connection with the Services forthisAgreement;
<br />2021 Law &Justice Council Funding Agreement Page 2
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