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rvu v4 cc, v 1­Vp 1 11U111aa rwwd, r-1 Iv aUyw0 1 1 JG P.0 <br />No portion of this Agreement maybe assigned or subcontracted to any other individual, <br />firm or entity without the express and priorwritten approval of the County. <br />7. Independent Contractor: <br />The Contractor's services shall be furnished by the Contractor as an independent <br />Contractor and nothing herein contained shall be construed to create a relationship of <br />employer-employee or master -servant, but all payments made hereunder, and all services <br />performed shall be made and performed pu rsuantto this Agreement by the Contractor as <br />an independent Contractor. <br />The Contractor acknowledges thatthe entire compensation forthis Agreement is specified <br />in Exhibit "B" and the Contractor is notentitled to any County benefits including, but not <br />limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance <br />benefits, orany other rights orprivileges afforded to Kittitas County employees. <br />Contractor will defend, indemnify, and hold harmless the County, its Additional Insureds, <br />officers, agents or employees from any loss or expense, including but not limited to <br />settlements, judgments, setoffs, attomeys' 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 orpartof this Agreement by the Contractor shal Inotoperate to vest <br />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 atthe presentfime or in the future. <br />9. Taxes: <br />The Contractor understands and acknowledges thatth e County will notwithhold Federal <br />or State income taxes. Where required by State or Federal law, the Contractor authorizes <br />the County to make withholding forany taxes otherthan income taxes (i.e., Medicare). All <br />compensation received by the Contractorwill be reported to the Internal Revenue Service <br />at the end of the calendaryear in accordance with the applicable IRS regulations. Itis th e <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 againstany demandto 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 />hereu nderas required by law. The Contractor mustpay all othertaxes 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 />10. Reauiations and Requirement: <br />Professional Services Agreement (rev. 0912412018) <br />Page 4of17 <br />