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ATTACHMENT "C' GENERAT TERMS AND CONDITIONS 1. scoge of contractor,s-seryices: contractor agrees to provide to the county services as set forth in Attachment ,,A". No materials, labor, or facillties will be furnished by the county' unless otherwise provided herein. All work performed under this Agreement shall comply with applicable laws and regulations' 2. AccountinF and pavmgnt: compensation to contractor for services rendered under this Agreement shall be as set forth in Attachment "B". Where Attachment "B" requires payment(s) by the county' payment shall be based upon billings, supported unless provided otherwise in Attachment "8"' by documentation of units of work actually performed and amounts earned, including, where appropriate, the total number of hours for the month and the totar dolar payment requested. Unless specificaily stated in Attachmelrt "8", the county will not reimbursecontractorforanycostsorexpensesincurredbycontractorinperformanceofthisAgreement' where required, the County shall, upon receipt of appropriate documentation, compensate Contractor, no more often than monthly, through the County vor.h"r ryri.m, for Contractor's services pursuant to the fee schedule set forth in Attachment ,,8,,. ln the event contractor fails to perform any of its obligations under this Agreement within the time specified herein, then the county may withhold all monies due and payable to contractor until such failure to perform is cured or otherwise adjudicated. The county will not process payment for services rendered under this Agreement until Contractor submits a completed W-9 (See Attachment "E")' 3.Taxes:ContractorunderstandsandacknowledgesthattheCountywillnotwithholdFederalorState income taxes from payments made to contractor. where required by state or Federar raw, contractor authorizes theCountytomakewithholdingforanytaxesotherthanincometaxei(e'g',Medicare)' Allcompensationreceived by contractor will be reported to the lnternal Revenue service at the enJ of the calendar year in accordance with appricabre rRS regurations. rt is the responsibirity of contractor to make its necessary estimated tax payments throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contractot,s performance of this Agreement' TheCountywillpaysalesandusetaxesimposedongoodsorservicesacquiredhereunderasrequiredby law. contractor must pay all other taxes, including but not limited to: business and occupation tax; or taxes based on (1} Contractor,s gross or net income, or (2) personal property to which the County does not hold title. The County is exempt from federal excise tax' 4'lndeBglcel!_Ea'1ll3glgl:contractor,sservicesshallbefurnishedbyContractorasanindependent contractor, and nothing stated herein shail be construed to create a rerationship of employer-employee or a guarantee of future ernployment. contractor acknowledges that its entire compensation under this Agreement is specified in Attachment,,B,', and that contractor is not entitred to any county benefits, incruding but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits' or any other rights or privileges afforded to Kittitas County employees' 5. Assisnment and subcontractine: and subcontracting: No portion of ttris Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the county. The contractor may only subcontract work contemplated under this agreement if it obtains the prior written approval of the county. lf the county approves subcontracting' the contractor shall maintain written procedures rerated to subcontracting, as weil as copies of ail subcontracts and records rerated to subcontracts' For cause, the county in writing may require the contractor to amend its subcontracting procedures as they relate to this agreement, prohibit thJ Contractor from subcon'acting with a particular person or entity' or require the contractor to rescind or amend a subcontract. Every subcontract shat bind the subcontractor to follow all appricabre terms of this agreement. The contractor is responsibre to the county if the subcontractor fails to Kittitas County Agreement for Services (rev' 5174/251 Page 6 of 19