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6. Assignment and Subcontracting: <br />No portion of this Agreement may be assigned or subcontracted to any other individual, firm <br />or entity without the express and prior written approval of the County. <br />7. Independent Contractor: <br />The Contractor's services shall be furnished by the Contractor as an independent Contractor <br />and nothing herein contained shall be construed to create a relationship of employer- <br />employee or master -servant, but all payments made hereunder, and all services performed <br />shall be made and performed pursuant to this Agreement by the Contractor as an <br />independent Contractor. <br />The Contractor acknowledges that the entire compensation for this Agreement is specified <br />in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not <br />limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance <br />benefits, or any other rights or privileges afforded to Kittitas County employees. <br />Contractor will defend, indemnify, and hold harmless the County, its Additional Insured's, <br />officers, agents or employees from any loss or expense, including but not limited to <br />settlements, judgments, setoffs, attorneys' 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 or part of this Agreement by the Contractor shall not operate to vest <br />any employment rights whatsoever and shall not be deemed to guarantee any employment <br />of the Contractor or any employee of the Contractor or any sub -Contractor or any employee <br />of any sub -Contractor by the County at the present time or in the future. <br />9. Taxes: <br />The Contractor understands and acknowledges that the County will not withhold Federal or <br />State income taxes. Where required by State or Federal law, the Contractor authorizes the <br />County to make withholding for any taxes other than income taxes (i.e., Medicare). All <br />compensation received by the Contractor will be reported to the Internal Revenue Service <br />at the end of the calendar year in accordance with the applicable IRS regulations. It is the <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 the <br />County against any demand to pay taxes arising from the Contractor's failure to pay taxes <br />on compensation earned pursuant to this Agreement. <br />The County will pay sales and use taxes imposed on goods or services acquired hereunder <br />as required by law. The Contractor must pay all other taxes including, but not limited to: <br />Business and Occupation Tax, taxes based on the Contractor's gross or net income, or <br />personal property to which the County does not hold title. The County is exempt from <br />Federal Excise Tax. <br />Professional Services Agreement <br />Page 4 <br />