Agmt 2008 Alameda County Waste Management Authority ACWMA

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care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Except as specified in Appendix B, Grantee shall be solely liable for and obligated to pay directly all applicable taxes, including, but not limited to, federal and state income taxes. Grantee shall indemnify, defend and hold harmless the WMA from any and all liability that the WMA may incur because of Grantee's failure to pay such taxes. 6. WMA Representative WMA shall appoint a representative or representatives with respect to work or services to be undertaken under this Agreement. WMA's representative(s) shall have complete authority to transmit instructions, receive information, and interpret and define WMA's policies consistent with this Agreement. 7. Responsibility of WMA The WMA shall provide, at its expense, such services of its officers and employees and such use of its premises, facilities, supplies and equipment as the WMA in its sole discretion determines is necessary in connection with the administration or monitoring of this Agreement. Grantee shall not use WMA services, premises, facilities, supplies or equipment for any purpose other than in the performance of Grantee's obligations under this Agreement. 8. Travel Expenses Grantee shall not be allowed or paid travel expenses except to the extent expressly authorized in Appendix B. 9. Other Business or Activities Nothing contained in this Agreement shall be construed as limiting the right of Grantee to engage in business or other activities separate and apart from this Agreement; provided, however, that Grantee agrees not to engage in any business or other activity that will intertere or conflict with Grantee's performance of any of the obligations set forth herein and in Appendix A. Interference or conflict will be determined at the sole discretion of the WMA. 10. Assignment and Subcontracts Except as expressly provided for in this Agreement or as required by law, Grantee shall not assign or transfer grant funds or any rights under this Agreement and such assignment or transfer is expressly prohibited and void. However, with the consent of the WMA given in writing, Grantee is entitled to subcontract such portions of the work or services or purchases to be undertaken as part of this Agreement as may be specified in writing by the WMA. Failure to comply with this section shall constitute a material breach of this Agreement. 11. Retention of Records Until the expiration of five years after completing all work or services, including the purchase of any property, under this Agreement, Grantee shall make available to the WMA or any party designated by the WMA, upon written request by the WMA, all of its financial and other books, documents and records (and any books, documents, and records of any of Grantee's subcontractors) in order to allow the WMA or its designated agent (i) to certify that ACWMA Grant Agreement Page 3 of 14 San Leandro Senior Center (COSL Project 210-18-116)