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Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the contractor's service pursuant to the fee schedule set forth in Exhibit "8". 6. Assiqnment 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. lndependent Contractor: The Contractot'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-servant, 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, medicai, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemniff and hold harmless the County, its Additional lnsureds, officers, agents or employees from any loss or expense, inciuding but not limited to seftlements, judgments, setoffs, attomeys' fees or costs incuned by reason of claims or demands because of breach of the provisions of this paragraph. 8, No Guarantee of Emplovment: 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 employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the Coung 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 lntemat Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. lt is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liabte for any tax obligation arising froir the Contracto/s performance of this Agreement. The Contrattor trereOy agrees to-indemniff the Coun$ against any demand to pay taxes arising from the Conftaciofs failure to pay taxes on compensation earned pursuant to this Agreement. Professional Services Agreement (rev. OgtZ4tZ}lB) Page4 ol17