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6. Assiqnment and Subcontracting: 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. lndependent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractorand nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services periormedshall be made and performed pursuant to this Agreement by the Contractor as anindependent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "B" and the Contractor is not entitled to any County beneits inctuding, but notlimited to: vacation pay, holiday pay, sick leave pay, medi."i, O"nt"l, or other insurance benefits, or any other rights or privileges afforded to kittitas County employees. Contractor will defend, indemnifiT and hold harmless the County, its Additional lnsured,s,officers, agents or employees from any loss or expense, iniluding but not limited tosettlements, judgments, setoffs, attorneys' fees or costs incurred by-reason of claims or'demands because of breach of the provisions of this paragraph 8. No Guarantee of Emplovment: 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 any employment of the Contractor or any employee of the Contractor or any sub-dontractor or any emfloyee of any sub-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 Federalor State income taxes. Where required by State or Federal law, the Contractor authorizes theCounty to make withholding for any taxes other than income taxes (i.e. Medicare). Allcompensation received by the Contractor will be reported to the lnternal Revenue Service at the end of the calendar yeat in accordance with ihe applicable IRS regulations. lt is theresponsibility of the Contractor to make the necessary esiimated tax payhents throughoutthe year, if any, and the Contractor is solely liable for any tax obligation arising troir tneContractor's performance. of this Agreement. The Contrattor hereSy agrees tJindemnifrTthe County against any demand to pay taxes arising from the Contracior's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunderas required by law. The Contractor must pay all othler taxes including, but not limited to:Business and Occupation Tax, taxes based on the Contractor's gros! or net income, orpersonal property to which the County does not hold title. The bounty is exempt fromFederal Excise Tax. Professional Services Agreement Page 4