08.02.2022-07.31.2023 Amendment 1 to PSA between KC and ESD

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6.Assignment and Subcontractinq: 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.Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer- employee or master-selvant,but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B"and the Contractor is not entitled to any County benefits including,but not limited to:vacation pay,holiday pay,sick leave pay,medical,dental,or other insurance benefits,or any other rights or privileges afforded to Kittitas County employees. Contractor will defend,indemnify and hold harmless the County,its Additional Insureds, officers,agents or employees from any loss or expense,including but not limited to settlements,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 Employment: 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-Contractor or any employee 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 Federal or State income taxes.Where required by State or Federal law,the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e.Medicare).All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations.It is the responsibility of the Contractor to make the necessaly estimated tax payments throughout the year,if any,and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement.The Contractor hereby agrees to indemnify the County against any demand to 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 hereunder as required by law.The Contractor must pay all other taxes including,but not limited to: Business and Occupation 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. Professional Services Agreement (rev.09/24/2018) Page 7 of 20