SHJ26-008 VALLEY HEALTH SERVICE AGREEMENT - PARTIALLY EXECUTED

Home Browse Search

ATTACHMENT "D" GENERAL TERMS AND CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County services as set forth in Attachment "A". No materials, labor, or facilities will be furnished by the County, unless otherwise provided herein. All work performed under this Agreement shall comply with applicable laws and regulations. 2. Accounting and Payment: 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 "B", by documentation of units of work actually performed and amounts earned, including, where appropriate, the total number of hours for the month and the total dollar payment requested. Unless specifically stated in Attachment "B", the County will not reimburse Contractor for any costs or expenses incurred by Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate Contractor, no more often than monthly, through the Countyvoucher system, for Contractor's services pursuant to the fee schedule set forth in Attachment "B". In the event Contractor fails to perform any of its obligations under this Agreement within the time specified herein, the County may withhold only the amounts reasonably attributable to the nonconforming services, after written notice identifying the failure and consistent with the dispute process in Attachment "B;' until the failure is cured or resolved; all undisputed amounts remain due and payable. The Countywill not process payment for services rendered under this Agreement until Contractor submits a completed W-9 (See Attachment „E" ). 3. Taxes: Contractor understands and acknowledges that the County will not withhold Federal or State income taxes from payments made to Contractor. Where required by State or Federal law, Contractor authorizes the County to make withholding for any taxes other than income taxes (e.g., Medicare). All compensation received by Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with applicable IRS regulations. It is the responsibility 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 Contractor's performance of this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. Contractor must pay all othertaxes, 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. Independent Contractor: Contractor's services shall be furnished by Contractor as an independent contractor, and nothing stated herein shall be construed to create a relationship of employer -employee or a guarantee of future employment. Contractor acknowledges that its entire compensation under this Agreement is specified in Attachment "B", and that Contractor is not entitled to any County benefits, including 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. Assignment and Subcontracting: This Agreement may not be assigned in whole or materially subcontracted without the County's prior written approval, which will not be unreasonably withheld or delayed. Use of Contractor employees and qualified substitutes under Attachment "A" is not an assignment or subcontract and requires notice rather than prior approval. 6. Right to Review; Maintenance of Records: This Agreement 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 Kittitas County Agreement for Services (rev. 5/14/25) Page 11 of 23