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OUYOO\) I I OZ p.o No portion of thisAgreernentmay be assigned orsubcontracted to an y oth er in dividua l, firm or entitywithout he express and priorwritten approvatof the County. 7. lndepen.dent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be consfued to create a relationship of employer-employee orrnaster-servant, but all payrnents made hereunder, and all servioes performed sh all be made an d performed pu rsuant to th is Agreement by th e Contracto r a s a n i ndependent Con tracfor- Th e Contractor ackn owledges th at the entire compensation forthis Agreement is specif ied in Exhibit"B"andtheContractorisnotentitledtoanyCoun$benefits including, but not limitedto: vacationpay,holidaypay,sickleavepay,medical,dental,orotherinsurance benefits, orany otherrights orprivileges afforded to Kittitas Countyemployees. Contractorwilldefend,indemnify,andholdharmlesstheCounty,itsAdditional lnsureds, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attomeys' fees, or cosb incurred by reason of claims or demands because of breach of the provisions of this paragraph. B. Nq-Guaran_tee of Emplovment: The performance of allorpartof thisAgreementbythe Contractorshallnotoperate to vest any employment rights whatsoever and shall not be deemed to guarantee any employmentof the Contractororanyernployeeof the Contractororanysub-Conlractor or any employee of any subContractor by the Cou nty atthe presenttime orin the future. 9. Taxes: Th e Contractor u n derstands an d acknowledges th at th e County will not with h ol d Fe d era I orStateincometaxes. WhererequiredbyStateorFederallaw,theContractorauthorizes theCountytomakewithholdingforanytaxesotherthanincometaxes(i.e.,Medicare). Alt compensation receivedbythe Contractorwill bereportedtothe lntemal Revenue Service at the end of the calendaryear in accordance with th e applicable IRS regulations. l[ is th e responsibility of the Gontractorto rnake the necessary estimated tax payments througrhout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of thisAgreernent. The Contractorherebyagreesto indemnify the County againstany demandto paytaxes arising fromthe Conhactor's failure to pay taxes on compensation earned pursuantto thisAgreement. The County will pay sales and use taxes imposed on goods or services acquired hereu nder as requ ired by law. Th e Contractor mu st pay al I oth er taxes in clud i n g, b u t n ot limited to: Business and Occupation Tax, taxes based on the Contractot's gross or net income, or personal properly to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. R eoulations and R ertrtirement: P ro f essional Servi ces Ag reement (rev. 09/24120 1 8 ) Page 4 oI 17