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6. Assignment and Subcontracting: This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Any assignment, transfer or subcontracting (whether by operation of law or otherwise) by either party of any right, obligation, or duty, in whole or in part, or of any interest, without the written consent of the other party shall be void ab initio, provided however that such consent shall not be unreasonably withheld, conditioned or delayed and shall not be required if such assignment is to a corporate affiliate or an entity under common control or an entity acquiring all or substantially all of its assets or equity, whether by sale, merger, consolidation or otherwise in connection with a financing transaction. 7. Independent CONTRACTOR: The CONTRACTOR's services shall be fumished 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 A (5) and the CONTRACTOR is not entitled to any COUNTY benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. CONTRACTOR will defend, indemniff, and hold harmless the COLJNTY, its Additional Insured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees, or costs incurred by reason of claims or demands because ofbreach ofthe provisions ofthis paragraph. 8. No Guarantee of Employment: The performance of all or part of this Agreement by the CONTRACTOR shall not operate to vest any 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 COIINTY 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 Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this Agreement. The CONTRACTOR hereby agrees to indemnify the COIINTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this Agreement. Professional Services Agreement Page 4