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