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Where required, the County shall, upon receipt of appropriate documentation, compensate the Consultant, no more often than monthly, through the County voucher system, for the Consultant's services pursuant to the fee schedule set forth in Exhibit "C ". 6. Ass ignment an d Subcontracting: Except for the services to be provided by Central Washington University's Center for Spatial Information, no portion ofthis Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Independe nt Co nt ractor: The Consultant's services shall be furnished by the Consultant as an independent contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Consultant as an independent contractor. The Consultant acknowledges that the entire compensation for this Agreement is specified in Exhibit C and the Consultant 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. Consultant will defend, indemnify and hold harmless the County, its Additional Insured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this section. 8. No Guarantee of Emp loyment: The performance of all or part of this Agreement by the Consultant shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Consultant or any employee of the Consultant or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 9. Taxes: The Consultant understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Consultant authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Consultant will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Consultant to make the necessary estimated tax payments throughout the year, if any, and the Consultant is solely liable for any tax obligation arising from the Consultant's performance of this Agreement. The Consultant hereby agrees to indemnify the County against any demand to pay taxes arising from the Consultant's failure to pay taxes on compensation earned pursuant to this Agreement. Professional Services Agreement Page 5