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nment and Subco tnq s Agreement may be assigned or subcontracted to any other individual, firm the express and prior written approval of the County. 7. lndeoe nden t Contractor: Professional Services Agreement Page 4 The Contractor'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 performeOshall be made and performed pursuant to this Agreement by the Contractor as an i ndepen dent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specifiedin Exhibit "8" and the Contractor is not entitled to any County beneiits including,'but noilimited to: vacation pay, holiday pay, sick leave pay, medicai, dental, or other insurancebenefits, or any other rights or privileges afforded to Xittitas County "mptoyues. Contractor will defend, indemnify and hold harmless the County, its Additional lnsured,s,officers, agents or employees from any loss or expense, iniluoing but not limited tosettlements, judgments, setoffs, attorneys' fees or costs incurred by'reason of claims ordemands because of breach of the proviiions of this paragraph B. No Guarantee of Employment: 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-contractor or any employeeof 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 orState income taxes' Where required by Statl 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 serviceatthe end of the calendaryear in accordance with ihe applicable IRS regulations. lt is theresponsibility of the contractor to make th9 necessary estimated tax payments throughoutthe year, if any, and the contractor is solely liable for any tax obligation arising from thecontractor's performance of this Agreement. The contractor he_redy ,gr... to indemnifythe county against.any demand to pay taxes arising from the contrajor,s failure to paytaxes on compensation earned pursuant to this AgreJment. The County will pay sales and use taxes imposed on goods or services acquired hereunderas required by law' The Contractor must pay all otlier taxes including, but not limited to:Business and occupation Tax, taxes based on the contractor's gross or net income, orpersonal property to which the county does not hold title. fte tounty is exempt fromFederal Excise Tax. 6. Assi No portion of thi or entity without