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6. Ass nme nt and Subcontractin q No portion of this Ag or entity without the reement may be assigned or subcontracted to any other individual, firm express and prior written approval of the County. 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 performedshall be made and performed pursuant to this Agreement by the Contractor as anindependent 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 notlimited to: vacation pay, holiday pay, sick leave pay, medicai, dental, or other insurancebenefits, or any other rights or privileges afforded to Xittitas County employees. Contractor will defend, indemnify and hold harmless the County, its Additional lnsured,s,officers, agents or employees from any loss or expense, iniluding but not limited tosettlements, judgments, setoffs, attorneys' fees or costs incurred by"reason of claims ordemands because of breach of the provisions of this paragraph 7. lndepen dent Contractor: B oG tee of m lo The perlormance of all or part of this Agreement by the Contractor shall not o perate to vestany employment rights whatso ever and sha I not be deemed to guarantee an y emp oymentof the Contractor or any emp loyee of the Co ntractor or any sub-Contractor or any employeeof any sub-Co 9. Taxes: ntractor by the County at the present time or in the future The contractor understands and acknowledges that the county will not withhold Federal orState income taxes. Where required by Staie 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 necessury esiimated tax pa/ments throughoutthe year, if any, and the Contractor is solely liable ror any tax obligation arising from theContractor's performance of this Agreement. The contractor hereby agrees to indemnifythe County against any demand to pay taxes arising from the Contraclor,s failure to paytaxes on compensation earned pursuant to this Agredment. The county will pay sales and use taxes imposed on goods or services acquired hereunderas required by law' The Contractor must pay all othlr 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. The "County is exempt fromFederal Excise Tax. Professional Services Agreement Page 4