WITNESSETH
WHEREAS, Morning Sun Financial Services is in the business of providing Fiscal Agent Services (Payroll Agent) to individuals through the self-directed services option and desires to contract with individuals to develop and support such services; and
WHEREAS, the Employer is an individual, or their representative, hiring and managing your own support due to the self-directed services through the waiver amendments; and
WHEREAS, the Employer desires to engage Morning Sun Financial Services to perform certain payroll and tax Management, billing and support services related to the waiver amendments.
NOW, THEREFORE, in consideration of the foregoing and the representations and covenants set forth in the Agreement, the parties agree as follows:
ARTICLE I
SERVICES TO BE PROVIDED
The services to be provided under this agreement include Payroll and Tax Administration, Billing and Support Services.
DESCRIPTION OF SERVICES OFFERED
Section 1.1. Payroll and Tax Administration. Payroll and Tax Administration support includes Employment Forms, Wage and Schedule Administration, Timecard Processing, Issue Payroll Checks, Withhold and Deposit Taxes, Quarterly and Annual Reporting, and Issue W-2’s.
Section 1.2 Insurance. The Employer (you) will provide all applicable insurances when contracted as the Employer. These insurances may include Professional and General Liability and Property Insurance. The Employer is solely responsible, at its sole costs and expense, for determining, in accordance with any and all applicable governmental agency rules, statutes or regulations, the need for coverage, the types of coverage, and coverage amounts of all applicable insurances. Worker’s Compensation coverage will be arranged per State waiver rules.
Section 1.3 Finance and Accounting Systems. Morning Sun Financial Services will provide fiscal and administrative support in establishing you as the Employer. Morning Sun Financial Services will supply a packet of information containing forms and instructions establishing you as the employer.
ARTICLE II
TAXES, LAWS, AND REGULATIONS
Section 2.1 Taxes. Morning Sun Financial Services understands and agrees that it is responsible for the withholding and payment of all taxes, whether federal, state, or local, related to the Employer’s employees.
Section 2.2 Laws and Regulations. Morning Sun Financial Services agrees that it will comply with all federal, state, and local laws and regulations pertaining to the services it is performing under this Agreement.
ARTICLE Ill
INDEMNIFICATION AND INSURANCE
Section 3.1 Indemnification. Morning Sun Financial Services shall not be liable to the Employer, its representatives, employees, or agents for any loss, damage, injury, expense, or cost whatsoever suffered by them in connection with the performance of this Agreement. The Employer agrees to indemnify and hold Morning Sun Financial Services harmless from any claim, liabilities, damage, cost, or expense, including reasonable attorney fees, that may be made against Morning Sun Financial Services as a result of the misconduct, or negligence of the Employer, it’s representative, employees, or agents in connection with the performance of service hereunder.
Section 3.2 Insurance. When Morning Sun Financial Services is identified as Vendor/Fiscal Employer Agent, Morning Sun Financial Services shall not be responsible for the retention and payment General and Professional Liability, Automobile Liability, Excess Liability, Property Insurance, and any all other insurance in respect to the Employer’s business and employees.
ARTICLE IV
RELATIONSHIP OF PARTIES
Section 4.1 Independent Contractor. Morning Sun Financial Services status under the Agreement shall be that of an independent contractor, and Morning Sun Financial Services is alone responsible for its acts and the acts of its representatives, agents, or employees, whether or not in the course of their employment or authority.
Section 4.2 Cooperation with State. Morning Sun Financial Services will continually work with and under contract with the State to develop an organizational structure, a set of service principles, a program design, and operate within those guidelines and policies and procedures.
ARTICLE V
TERM
Section 5.1 Term. This Agreement shall be deemed effective the date first written above and shall continue in effect for one year. This Agreement shall automatically renew for successive terms of one year each unless either party provides the other party with a written notice of termination at least thirty (30) days prior to the expiration of any term.
Section 5.2 Termination. This Agreement may be cancelled by either party at any time, with or without cause, upon written notice, delivered by certified mail or in person.
ARTICLE Vl
MISCELLANEOUS
Section 6.1 Headings. The headings of the articles and sections of this Agreement are for convenience of reference only and shall have no substantive effect upon the provisions of this Agreement.
Section 6.2 Assignment. This Agreement is personal in its nature and neither of the parties hereto shall, without the written consent of the other, assign or transfer the Agreement or any rights or obligations hereunder. In the event of any assignment, the parties shall remain liable for all of their obligations set forth herein.
Section 6.3 Controlling Law. with This Agreement shall be construed In accordance the laws of the State.
Section 6.4 Entire Agreement. This Agreement, and any attachments, constitute the full and complete understanding of the parties respecting the matters within its scope, and supersedes all prior understandings and agreements and may be modified only in writing.
Section 6.5 No Waiver. The waiver by either party hereto of any breach of any provision of this Agreement shall not be construed as a continuing waiver of any other breach or provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Morning Sun Financial Services of Utah, LLC
By: 
Its: CFO, Morning Sun Financial Services of Utah