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necessary.Provider shall submit bills on a monthly basis to the County,Such bills shall be paid <br />on a timely basis.Provider agrees and acknowledges that he is an independent contractor andProvidershalltimelypayallfederal,state and local income,self-employment,business andoccupationtaxesthatmayaccrueandbecomedueasaresultofcompensationunderthisAgreement. <br />8.Administrative Excenses.The County shall supply all the equipment and personnel <br />necessary for Provider to perform his professional services as Hearing Examiner. <br />9.Indemnification.The County hereby agrees to hold harmless,indemnify and defendProviderfromandagainstanyandallclaimsbroughtagainstProviderinhisindividualcapacity <br />or in his official capacity for acts or omissions occurring during and within the scope of the <br />duties of the Hearing Examiner. <br />Provider shall indenmify,defend and hold the County harmless for all demands,claimsforactsoromissionsoccurringoutsidethescopeofProvider's duties as Hearing Examiner. <br />10.Assignment.Provider therefore agrees that Provider may not assign any rights orobligationsofProviderunderthisAgreement. <br />11.Retum of Equipment.Provider agrees that upon termination for any reason he will return <br />to County all equipmentof any nature whatsoever obtainedby or for Provider by County for usebyProviderinconnectionwithProvider's work or any other aspect of County's business.Suchequipmentwillbereturnedingoodconditionandrepair,except for normal wear-and-tear. <br />12.Entire Agreement.This Agreement constitutes the full and complete understandingand Iagreementoftheparties.Except as to future compensation adjustments,this Agreement <br />supersedes all prior understandingsand agreements,oral or in writing,and may only be modifiedbyawrittenagreementsignedbybothparties. <br />13.Invalid Provisions.The invalidity or unenforceability of any particular term or provisionofthisAgreementshallnotaffectthevalidityorenforceabilityofanyothertermorprovision <br />and this Agreement shall be construed in all respects as if such invalid or unenforceableterm orprovisionwasomitted. <br />14.Construction/Jurisdiction/Venue.This Agreement shall be construed according to thelawsoftheStateofWashington.In the event of any legal action arising pursuant to thisAgreement,jurisdiction and venue shall be proper only in the Kittitas County Superior Court, <br />15.Waiver/Non-Waiver.The waiver by either party of any alleged or actual breach of anyprovisionofthisAgreementshallnotoperateorbeconstruedasawaiverofanysubsequentorcontinuingbreach.Waiver of any of the provisions of this Agreement may only beaccomplishedbyreducingthesametowritingandshallbeeffectiveonlywhensigned by bothparties. <br />16.Interpretation.Paragraphheadings/titles are for the convenienceof the parties only and <br />shall not be used in interpreting or constming any portion of this Agreement.The singular may <br />PROFESSIONAL SERVICES AGREEMENT -2