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Where required, the County shall, upon receipt of appropriate documentation, compensate <br />the Contractor, no more often than monthly, through the County voucher system, for the <br />Contractor's service pursuant to the fee schedule set forth in Exhibit "B". <br />6. Assignment and Subcontracting: <br />No portion of this Agreement may be assigned or subcontracted to any other individual, <br />firm or entity without the express and prior written approval of the County. <br />7. Compensation and Indemnity: <br />The Contractor acknowledges that the entire compensation for this Agreement is specified <br />in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not <br />limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance <br />benefits, or any other rights or privileges afforded to Kittitas County employees. <br />Contractor will defend, indemnify and hold harmless the County, its Additional Insured's, <br />officers, agents or employees from any loss or expense, including but not limited to <br />settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or <br />demands because of breach of the provisions of this paragraph. <br />8. No Guarantee of Employment: <br />The performance of all or part of this Agreement by the Contractor shall not operate to <br />vest any employment rights whatsoever and shall not be deemed to guarantee any <br />employment of the Contractor or any employee of the Contractor or any sub -Contractor or <br />any employee of any sub -Contractor by the County at the present time or in the future. <br />9. Taxes: <br />The Contractor understands and acknowledges that the County will not withhold Federal <br />or State income taxes. Where required by State or Federal law, the Contractor authorizes <br />the County to make withholding for any taxes other than income taxes (i.e. Medicare). All <br />compensation received by the Contractor will be reported to the Internal Revenue Service <br />at the end of the calendar year in accordance with the applicable IRS regulations. It is the <br />responsibility of the Contractor to make the necessary estimated tax payments throughout <br />the year, if any, and the Contractor is solely liable for any tax obligation arising from the <br />Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify <br />the County against any demand to pay taxes arising from the Contractor's failure to pay <br />taxes on compensation earned pursuant to this Agreement. <br />The County will pay sales and use taxes imposed on goods or services acquired <br />hereunder as required by law. The Contractor must pay all other taxes including, but not <br />limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net <br />income, or personal property to which the County does not hold title. The County is <br />exempt from Federal Excise Tax. <br />Professional Services Agreement with American Rivers <br />Page 4 <br />