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The performance of all or part of this Agreement by the Contractor shatl not operate to vest any emptoyment rights whatsoever and shatl not be deemed to guarantee any employment 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 acknowtedges that the County wit[ not withhol,d FederaI 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 Contractor wit[ be reported to the lnternaI Revenue Seruice at the end of the catendaryear in accordance with the appticabte 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 Liabl,e for any tax obl.igation arising from 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 Countywitl. pay sates and use taxes imposed on goods or services acquired hereunder as required by Law. The Contractor must pay atl, other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hotd titl,e. The County is exempt from Federal Excise Tax. 10. Regutations and Requirement: This Agreement shaLt be subject to at[ [aws, rutes and regutations of the United States of America, and State of Washington, and potiticat subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 1 1. Right to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shatl have the right to review and monitor the financial and service components of this program bywhatever means are deemed expedient bythe County. Such review may occur with orwithout notice, and may inctude, but is not Limited to, on-site inspection by County agents or employees, inspection of a[[ records or other materiats which the County deems pertinent to the Agreement and its performance, and any and a[[ communications with or evatuation by service recipients under this Agreement. The Contractor shatl preserue and maintain atl financiaI records and records retating to the performance of work under this Agreement for 6 years after contract termination, and shatl make them availabte for such review, within Kittitas County, State of Washington, upon request. 12. Modifications: 12.1 Either party may request changes in the Agreement. Any and atl agreed modifications shat[ be in writing, signed by each of the parties. Kittitas County ProfessionaI Services Agreement Page6of16