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Contractor will defend, indemnify and hold harmless the County, its Additional lnsured's, of1cers, agents or employ""t ito'n any loss or expense, including but not limited to setlementl, judgments, setotfs, 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: ThhisAgreementbytheContractorshallnotoperatetovest "nV 5mpfoyment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor oi"ny employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor 6y the County at the present time or in the future. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by Statb or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare)' All "orp"nr"tion received by tEe Contiactor will be reported to the lnternal Revenue Service at the end of the calend ^i y.^, in accordance with the applicable IRS regulations- lt is the responsibility of the contractor to make the necessary estimated tax payments throughout the year, if iny, and the Contractor is solely liable for any tax obligation arising from the coniractor's p"rformance of this Agreereni. The Contractor hereby agrees to indemnify the County against any demand tJ pay taxes arising from the Contractor'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 by the County heieunder is required by law. The Contractor must pay all o_ther taxes including, but noi limited to: Business and bccupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the county does not hold title. The county is exempt from Federal Excise Tax. 10. Requlations and Requirement: This Agreement shall be subject to all laws, rules and regulations_of the United States of Americl, and State of Washington, and politicalsubdivisions of the State of Washington and to any other provisions set forth herein or in the attached Attachments. 11. Riqht to Review: This contract is subjectto review by any Federalor State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by what6ver means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pErgnent to the Agreement and its performance, and. any and all communications with or evaluation by servlce recipients ,nd"r this Agreement. The Contractor shall preserve and maintain all flnancial records and records relating to the performance of work under this Professional Services Agreement Page 5