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Contractor will defend, indemni{y and hold harmless the County, its Additional lnsured'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 clairns or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Emplo)rment: 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 County at the present time or in the future. 9, Taxes: The Contractor understands and acknowledges that the Courrty will not withhold Federal or State inconre taxes, Where reqr-rired 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 Contractorwill be reported to the lnternal 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 paynrents throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from ttre Contractor's performance of this Agreernent. The Contractor: hereby agrees to indemnify the County against any demand to pay taxes arising from the Corrtractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goocls or services acquired by the County hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on tlre Contractor's grous 6r net income, or personal property to which the Cor-lnty does not holcl title. The Couniy is exempt from Federal Excise Tax. 10. Regulations and Requirement: This Agreement shall be sr.rbject to all laws, rules ancl regr-rlations of the United States of America, and State of Washington, and politicalsubdivisions of the State of Washington and to any other provisions set forth lrerein or in the attached Attachrnents, 11. Rioht to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedierrt by the County. Such review may occur with or without notice, atrd may include, but is not limited to, on,site inspection by bounty agents or employees, inspection of all records or other materials which the County deems pedinent to the Agreemeni and its performance, and any and all communicationi with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Professional Services Agreement Page 5