SH19-014 GOVPAY - Fourth Annual Renewal - Complete PSA set pending BOCC signature

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reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required,the County shall,upon receipt of appropriate documentation,compensate the Contractor,no more often than monthly,through the County voucher system,for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B". 6.Assignment and Subcontractina: No portion of this Agreement may be assigned or subcontracted to any other individual,firm or entity without the express and prior written approval of the County, 7.Independent Contractor: The Contractor's services shall be furnished by the Contractor 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 Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B"and the Contractor is not entitled to any County benefits including,but notlimitedto:vacation pay,holiday pay,sick leave pay,medical,dental,or other insurance benefits,or any other rights or privileges afforded to Kittitas County employees. Contractor 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,attomeys'fees or costs incurred by reason of claims ordemandsbecauseofbreachoftheprovisionsofthisparagraph. 8.No Guarantee of Employment The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee anyemploymentofthecontractororanyemployeeoftheContractororanysub-Contractor oranyemployeeofanysub-Contractor by the County at the present time or in the future. 9.Taxes: The Contractor understands and acknowledges that the County will not withhold FederalorStateincometaxes.Where required by State or Federal law,the Contractor authorizestheCountytomakewithholdingforanytaxesotherthanincometaxes(i.e.Medicare).AllcompensationreceivedbytheContractorwillbereportedtotheIntemalRevenueService at the end of the calendar year in accordance with the applicable IRS regulations.It is theresponsibilityoftheContractortomakethenecessaryestimatedtaxpaymentsthroughout the year,if any,and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement.The Contractor hereby agrees to indemnify Professional Services Agreement Page 4