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b. Agency shall at all times be an independent Agency and not an agent or representative of the County <br />with regard to performing the Services. Agency shall not represent that it is, or hold itself out as, an <br />agent or representative of the County. In no event shall Agency be authorized to enter into any <br />Agreement or undertaking for or on behalf of the County. It is understood that the Agency and the <br />Agency'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 the <br />County'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 the <br />County's knowledge of defective or non -complying performance, or the substantiality or ease of <br />discovering the same. Agency shall provide the County with sufficient, safe, and proper facilities <br />and equipment for such inspection and free access to such facilities. <br />This contract is subject to review by any Federal or State auditor. Agency shall promptly furnish the <br />County or its designee, 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 <br />