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6. Assiqnment and Subqontrflcting: <br />No portion of this Agreement maY be assigned or subconlracted to any other individual, firmor entity without the express and prior wrirten approval of the county. <br />7. lndependent.Conlractor: <br />The contractor's services shallbe furnished by the contractoras an independent contractorand nothing herein contained shall be construed to creale a relationshlp of employer-ernployee or master'servant, but all payments made hereunJei ana ail sJrvices peiormeoshall be made and performed pursuant to this ngree;eni by the contractor as anindependent Contractor. <br />The contractor acknowfedges that the entire compensation for this Agreement is specifiedin Exhibit "B" and the Contractor is not entitled t6 any cornty'neneits incruoin!,f,ui nothmited to. vacation pay, horiday pay, sick reave pay,'mlaicai oentar, or other insurancebenefits, or any other rights or piiviteges afforded t,, ffttii.;C;unry emptoyees, <br />Contractor will defend, indemniff and hold hannless the county, its Additionat lnsureds,officers, agenrs or emproyeeg from any. ross or *ip"n.". in"iroing but ;J ririt"j osetllements, judgments, sejo$, attomefs' fees or .olitr i*rri"d by reason of claims ordemands because of breach of the proviiions of this p.rrgr;ph - <br />8. No 9uarantee of Emolovment: <br />The performance of all or part or tnis Agreement by the contraclor shall not operate to vestany ernployment rights whatsoever and shall.notbe deemed to!uarantee any employmentof lhe contractor or any employee of the contractor or <br />"ny <br />*t-dontractor or any employeeof any sub-contractor by the county at the present tirne or in the future. <br />9. laxes: <br />The contractor understands and acknowledges that the county will not withhotd Federat orstate income taxes' Tfr:.t" required by staG or Federal r"w, ttre contractor aulhorizes thecounty to make withholding for any tbxes other than inoomeL*", (i.e. ueoica'-i. nrrcompensation received by lhe contractor will be reported to the-internal Revenue SeMceat the end of the calendar year in accordance with ihe .ppii"roL tns regutationr. lt irin"responsibility of the contractor to make the.necessary esiimated tax pay:ment. tnrorghortthe year, if anv, and the contractor is solely liabte for <br />"nv <br />Gi onrigirdn .riiing'r;il'it "contractor's performance of this Agreement. The contractoi irereoy agrees to indemniffthe county against any demand to pty taxes arising from the Contracto/s failure to paytaxes on compensation earned pursuant to this Agrejment. <br />- - - <br />The County will pay sales and use. taxes imposed on goods or services acquired hereunderas required by law' The Contractor must pay all othir taxes inciuding, ni,t nor ri*iteJio,Business and occupation Tax, taxes based bn ne contr.tor;* gross or net income, or <br />Profession_al Services Agreemenl (Form rev. Og/24l201g) <br />Page 4 ol 21