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6. Assiqnment and Subgontr?ctinq: <br />No portion of this Agreement may be assigned or subcontracted to any other individual, firmor entity without the express and prior written approval of the county. <br />7. lndependent Contractor: <br />The Gontractor's services shall be furnished by the Contractor as an independent Contractorand nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performedshall be made and. performed pursuant to this Agreement by the Contrac'ticr as anindependent Contractor. <br />The Contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "8" and the Contractor is not entitled to any County beneits including,'but notlimited to: vacation pay, holiday pay, sick leave pay, medicai, dental, or other in.urun.*benefits, or any other rights or privileges afforded to t<ittitas county employees. <br />Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,officers, agents or employees from any loss or expense, inciuding but not limited tosettlements, judgments, setoffs, aftorneys' fees or costs incurred by-reason of claims ordemands 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 vestany employment rights whatsoever and shall not be deemed to guarantee any employmentof the Contractor or any employee of the Contractor or any sub-dontractor or any emptoyeeof 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 orState income taxes. \Mep required by Statb or Federal law, the Contractor authorizes theCounty to make withholding for any taxes other than income taxes (i.e. Medicare). Allcompensation received by the Contractor will be reported to the lnternal Revenue Serviceat the end of the calendar year in accordance with ihe applicable IRS regulations. lt is theresponsibility of the Contractor to make the necessary esiimated tax pafnents throughoutthe year, if any, and the Contractor is solely liable for any tax obligation arisinf from theContractor's performance of this Agreement. The Contrattor hereSy agrees toinOemnitythe County against any demand to pay taxes arising from the Contracitor's failure to paytaxes on compensation earned pursuant to this Agreement. <br />The County will pay sales and use taxes imposed on goods or services acquired hereunderas required by law. The Contractor rnust pay all other taxes including, but not limited to:Business and occupation Tax, taxes based on the Contractor's gros! or net income, or <br />Professional Services Agreement (Form rev" OgtZ4tZOjg) <br />Page 4 of 21