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The performance of att or part of this Agreement by the Contractor shat[ not operate to vest <br />any emptoyment rights whatsoever and shal,l not be deemed to guarantee any emptoyment of <br />the Contractor or any emptoyee of the Contractor or any sub-Contractor or any emptoyee of <br />any sub-Contractor by the County at the present time or in the future' <br />9. Taxes: <br />The Contractor understands and acknowtedges that the County witl, not withhotd FederaI or <br />state income taxes. where required by state or Federa[ [aw, the contractor authorizes the <br />County to make withhotding for any taxes other than income taxes (i.e. Medicare). Att <br />compensation received by the Contractor wil.t be reported to the lnternal Revenue Service at <br />the end of the catendaryear in accordance with the appl,icabte IRS regutations. lt is the <br />responsibil.ity of the contractor to make the necessary estimated tax payments throughout <br />the year, if any, and the Contractor is sol.ety tiabl,e for any tax obtigation 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 faiture to pay taxes on <br />compensation earned pursuant to this Agreement- <br />The Countywitl, pay sates and use taxes imposed on goods or services acquired hereunder as <br />required by Law. The Contractor must pay al.l. other taxes inctuding, but not timited to: <br />Business and Occupation Tax, taxes based on the Contractor's gross or net income, or <br />personat property to which the County does not hotd titte. The County is exempt from FederaI <br />Excise Tax. <br />10. Regutations and Requirement: <br />This Agreement shatl. be subject to atl [aws, rutes and regutations of the United States of <br />America, and State of Washington, and pol,iticaL subdivisions of the State of Washington, and <br />to any other provisions set forth herein or in the attached exhibits. <br />1 1 . Right to Review: <br />This contract is subject to review by any Federat or State auditor. The County or its designee <br />sha11 have the right to review and monitor the financiaL and service components of this <br />program by whatever means are deemed expedient by the County. Such review may occur <br />with or without notice, and may inctude, but is not Limited to, on-site inspection by County <br />agents or emptoyees, inspection of att records or other materiats which the County deems <br />pertinent to the Agreement and its performance, and any and atl communications with or <br />evatuation by service recipients under this Agreement. The Contractor shat[ preserve and <br />maintain aLt financiaI records and records reLating to the pedormance of work under this <br />Agreement for 6 years after contract termination, and shatl, make them avaitabte for such <br />review, within Kittitas County, State of Washington, upon request. <br />12. Modifications: <br />12.1 Either party may request changes in the Agreement. Any and al.[ agreed <br />modifications shaLt be in writing, signed by each of the parties. <br />Kittitas County Professionat Services Agreement <br />Page 6 of 19