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The performance of att or part of this Agreement by the contractor shalt not operate to vest any employment rights whatsoever and shatl' not be deemed to guarantee any emptoyment of the Contractor or any emptoyee of the Contractor or any sub-Contractor or any emptoyee of any sub-contractor bythe county at the present time or in the future' 9. Taxes: The contractor understands and acknowl,edges that the county witL not withhold FederaI or state income taxes. where required by state or Federat taw, the contractor authorizes the county to make withhotding for any taxes other than income taxes (i.e. Medicare)' Atl' compensation received by the contractor wilt be reported to the lnternat Revenue service at the end of the cal.endar year in accordance with the appl'icabl,e IRS regutations' lt is the responsibitity of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is sol,ety l,iabte for any tax obtigation arising f rom the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the county against any demand to pay taxes arising from the contractor's faiture to pay taxes on compensation earned pursuant to this Agreement' The countywitt pay sales and use taxes imposed on goods or services acquired hereunder as required by taw. The Contractor must pay att other taxes inctuding, but not timited to: Business and Occupation TaX, taxes based on the Contractor's gross or net income' or personal property to which the County does not hol,d titte' The County is exempt from Federal Excise Tax. t 0. R e gu tati-o,nsard3eguirelue*nt : This Agreement shatl, be subject to atl [aws, rules and regutations of the United States of America, and State of Washington, and potiticalsubdivisions of the State of Washington' and to any other provisions set forth herein or in the attached exhibits- 1 1 ' Bight'laievielu na* *n rarriar' hrr qnrr tror{eral nr State arrd 'ts designeeThis contract is subject to review by any Federal' or State auditor' The County or t' shatt have the right to review and monitor the financial' and seruice components of this program bywhatever means are deemed expedient bythe County' Such review may occur with or without notice, and may include, but is not l,imited to, on-site inspection by County agents or emptoyees, inspection of al,t records or other material's which the county deems pertinent to the Agreement and its performance, and any and atl communications with or evatuation by service recipients under this Agreement. The contractor shat[ preserve and maintain atl. financial records and records retatin$ to the performance of work under this Agreement for 6 years after contract termination, and shatl' make them avaitabte for such l."ui"*, within Kittitas county, state of washington, upon request. 1 2. Mo-di-tlc-allqns: 12.1 Either party may request changes in the Agreement. Any and att agreed modificationsshattbeinwriting,signedbyeachoftheparties. Kittitas County Professional Services Agreement Page 6 of 19