Elmview 2022-2023 Final Contract

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Contractor will defend,indemnify and hold harmless the County,its Additional Insured's, officers,agents or employees from any loss or expense,including but not limited to settlements,judgments,setoffs,attorneys'fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8.No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employmentrights whatsoeverand shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present time or in the future. 9.Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes.Where required by State or Federal law,the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e.Medicare).All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations.It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year,if any,and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement.The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxeson compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired by the County hereunder as required by law.The Contractor must pay all other taxes including, but not limited to:Business and Occupation Tax,taxes based on the Contractor's gross or net income,or personal property to which the County does not hold title.The County is exempt from Federal Excise Tax. 10.Requlations and Requirement: This Agreement shall be subject to all laws,rules and regulations of the United States of America,and State of Washington,and political subdivisions of the State of Washington and to any other provisions set forth herein or in the attached Attachments. 11.Right to Review: This contract is subject to review by any Federal or State auditor.The County or its designee shall have the right to review and monitor the financial and service components of this program by whatevermeans are deemed expedient by the County.Such review may occur with or without notice,and may include,but is not limited to,on-site inspection by County agents or employees,inspection of all records or other materials which the County deems pertinent to the Agreement and its performance,and any and all communications with or evaluation by service recipients under this Agreement.The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Professional Services Agreement Page 5