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ATTACHMENT "C" <br />GENERAL TERMS AND CONDITIONS <br />1. Scope of Contractor's Services: Contractor agrees to provide to the County services as set forth in <br />Attachment "A". No materials, labor, or facilities will be furnished by the County, unless otherwise provided <br />herein. All work performed under this Agreement shall comply with applicable laws and regulations. <br />2. Accounting and _Payment: Compensation to Contractor for services rendered under this Agreement <br />shall be as set forth in Attachment "B". Where Attachment "B" requires payment(s) by the County, payment shall <br />be based upon billings, supported unless provided otherwise in Attachment "B", by documentation of units of <br />work actually performed and amounts earned, including, where appropriate, the total number of hours for the <br />month and the total dollar payment requested. Unless specifically stated in Attachment "B", the County will not <br />reimburse Contractor for any costs or expenses incurred by Contractor in performance of this Agreement. Where <br />required, the County shall, upon receipt of appropriate documentation, compensate Contractor, no more often <br />than monthly, through the County voucher system, for Contractor's services pursuant to the fee schedule set forth <br />in Attachment "B". In the event Contractor fails to perform any of its obligations under this Agreement within the <br />time specified herein, then the County may withhold all monies due and payable to Contractor until such failure <br />to perform is cured or otherwise adjudicated. The County will not process payment for services rendered under <br />this Agreement until Contractor submits a completed W-9 (See Attachment "E"). <br />3. Taxes: Contractor understands and acknowledges that the County will not withhold Federal or State <br />income taxes from payments made to Contractor. Where required by State or Federal law, Contractor authorizes <br />the County to make withholding for any taxes other than income taxes (e.g., Medicare). All compensation received <br />by Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with <br />applicable IRS regulations. It is the responsibility of Contractor to make its necessary estimated tax payments <br />throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contractor's <br />performance of this Agreement. <br />The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by <br />law. Contractor must pay all other taxes, including but not limited to: business and occupation tax; or taxes based <br />on (1) Contractor's gross or net income, or (2) personal property to which the County does not hold title. The <br />County is exempt from federal excise tax. <br />4. Independent Contractor: Contractor's services shall be furnished by Contractor as an independent <br />contractor, and nothing stated herein shall be construed to create a relationship of employer -employee or a <br />guarantee of future employment. Contractor acknowledges that its entire compensation under this Agreement <br />is specified in Attachment "B", and that Contractor is not entitled to any County benefits, including but not limited <br />to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or <br />privileges afforded to Kittitas County employees. <br />5. Assignment and Subcontracting: and Subcontracting: No portion of this Agreement may be assigned <br />or subcontracted to any other individual, firm or entity without the express and prior written approval of the <br />County. The Contractor may only subcontract work contemplated under this agreement if it obtains the prior <br />written approval of the County. If the County approves subcontracting, the Contractor shall maintain written <br />procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. <br />For cause, the County in writing may require the Contractor to amend its subcontracting procedures as they relate <br />to this agreement, prohibit the Contractor from subcontracting with a particular person or entity, or require the <br />Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all <br />applicable terms of this agreement. The Contractor is responsible to the County if the Subcontractor fails to <br />Kittitas County Agreement for Services (rev. 5/14/25) <br />Page 6 of 19 <br />