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<br />Professional Services Provisional Agreement <br />Page 5 <br />including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or <br />other insurance benefits, or any other rights or privileges afforded to Kittitas County <br />employees. <br /> <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 /> <br />8. No Guarantee of Employment: <br />The performance of all or part of this Provisional Agreement by the Contractor shall not <br />operate to vest any employment rights whatsoever and shall not be deemed to guarantee <br />any employment of the Contractor or any employee of the Contractor or any sub-Contractor <br />or any employee of any sub-Contractor by the County at the present time or in the future. <br /> <br />9. Taxes: <br />The Contractor understands and acknowledges that the County will not withhold Federal or <br />State income taxes. Where required by State or Federal law, the Contractor authorizes the <br />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 Provisional Agreement. The Contractor hereby agrees to <br />indemnify the County against any demand to pay taxes arising from the Contractor’s failure <br />to pay taxes on compensation earned pursuant to this Provisional Agreement. <br /> <br />The County will pay sales and use taxes imposed on goods or services acquired by the <br />County hereunder as required by law. The Contractor must pay all other taxes including, <br />but not limited to: Business and Occupation Tax, taxes based on the Contractor’s gross or <br />net income, or personal property to which the County does not hold title. The County is <br />exempt from Federal Excise Tax. <br /> <br />10. Regulations and Requirement: <br />This Provisional Agreement shall be subject to all laws, rules and regulations of the United <br />States of America, and State of Washington, and political subdivisions of the State of <br />Washington and to any other provisions set forth herein or in the attached Attachments. <br /> <br />11. Right to Review: <br />This contract is subject to review by any Federal or State auditor. The County or its designee <br />shall have the right to review and monitor the financial and service components of this <br />program by whatever means are deemed expedient by the County. Such review may occur <br />with or without notice, and may include, but is not limited to, on-site inspection by County <br />agents or employees, inspection of all records or other materials which the County deems