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<br /> <br /> <br />Kittitas County Professional Services Agreement <br />Page 5 of 18 <br /> <br />6. Assignment and Subcontracting: <br />No portion of this Agreement may be assigned or subcontracted to any other individual, firm <br />or entity without the express and prior written approval of the County. <br /> <br />7. Independent Contractor: <br />The Contractor’s services shall be furnished by the Contractor as an independent Contractor <br />and nothing herein contained shall be construed to create a relationship of employer- <br />employee or master-servant, but all payments made hereunder and all services performed <br />shall be made and performed pursuant to this Agreement by the Contractor as an <br />independent Contractor. <br /> <br />The Contractor acknowledges that the entire compensation for this Agreement is specified in <br />Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited <br />to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or <br />any other rights or privileges afforded to Kittitas County employees. <br /> <br />Contractor will defend, indemnify and hold harmless the County, its Additional Insured’s, <br />officers, agents or employees from any loss or expense, including but not limited to <br />settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or <br />demands because of breach of the provisions of this paragraph. <br /> <br />Commerce and the State of Washington are not liable for claims or damages arising from a <br />Subcontractor's performance of the subcontract. <br /> <br />8. No Guarantee of Employment: <br />The performance of all or part of this Agreement by the Contractor shall not operate to vest <br />any employment rights whatsoever and shall not be deemed to guarantee any employment of <br />the Contractor or any employee of the Contractor or any sub-Contractor or any employee of <br />any sub-Contractor by the County at the present time or in the future. <br /> <br />9. Taxes: <br />The Contractor understands and acknowledges that the County will not withhold Federal or <br />State income taxes. Where required by State or Federal law, the Contractor authorizes the <br />County to make withholding for any taxes other than income taxes (i.e. Medicare). All <br />compensation received by the Contractor will be reported to the Internal Revenue Service at <br />the end of the calendar year in accordance with the applicable IRS regulations. It is the <br />responsibility of the Contractor to make the necessary estimated tax payments throughout <br />the year, if any, and the Contractor is solely liable for any tax obligation arising from the <br />Contractor’s performance of this Agreement. The Contractor hereby agrees to indemnify the <br />County against any demand to pay taxes arising from the Contractor’s failure to pay taxes on <br />compensation earned pursuant to this Agreement. <br />