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The performance of at[ or part of this Agreement by the Contractor shatl not operate to vest any emptoyment rights whatsoever and shat[ not be deemed to guarantee any emptoyment of the Contractor or anyemptoyee of the Contractor or any sub-Contractor or any emptoyee of any sub-Contractor by the County at the present time or in the future. 9. Iares: The Contractor understands and acknowtedges that the County wil,t not withhotd Federal or State income taxes. Where required by State or Federa[ [aw, the Contractor authorizes the County to make withhol,ding for any taxes other than income taxes (i.e. Medicare). Att compensation received by the Contractorwitt be reported to the lnternaI Revenue Service at the end of the catendar year in accordance with the appticabl,e IRS regulations. lt is the responsibitity of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is sotety tiabte for any tax obl,igation arising from the Contractor's performance of thisAgreement. The Contractor hereby agrees to indemnifythe County against any demand to paytaxes arisingfrom the Contractor's faiture to pay taxes on compensation earned pursuant to th is Agreement. The County witl, pay sates and use taxes imposed on goods or services acquired hereunder as required by taw. The Contractor must pay att other taxes inctuding, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal propefty to which the County does not hotd titte. The County is exempt from FederaI Excise Tax. 10. Regutations and Reouirement: This Agreement shat[ be subject to atl [aws, rutes and regutations of the United States of America, and State of Washington, and pol,iticat subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 1 1. Ri{ht to Review: This contract is subject to review by any Federat or State auditor. The County or its designee shat[ have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may inctude, but is not [imited to, on-site inspection by County agents or emptoyees, inspection of att records or other materials which the County deems pertinent to the Agreement and its performance, and any and at[ communications with or evatuation by service recipients under this Agreement. The Contractor shat[ preserve and maintain attfinanciaI records and records retatingto the performance of workunderthis Agreementfor6 years aftercontracttermination, and sha[[ make them availabtefor such review, within Kittitas County, State of Washington, upon request. 12. Modifications: 12.1 Either party may request changes in the Agreement. Any and att agreed modifications shatl be in writing, signed by each of the parties. Kittitas County Professionat Services Agreement Page 6 of 20