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6. Assiqnment and Subcantracting: ruo portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County- 7. lndependent Contractor: The Contractor's services shall be furnished the Contractoras an independent Contractor and nothing herein contained shall be construed to create a employee or master-servant, but all payments made hereunder shall be made and performed pursuant to this Agreement independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kiftitas County employees. Contractor will defend, indemniftr and hold harmless the County, its Additional lnsureds, officers, agents or employees from any loss or expen$e, including but not limited to settlementi, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Gue!'antee of Emploulent: Tdlemnna;ae oi all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed io guarantee any employment of ifre ioniractor oi 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: Thffilractor understands and acknowledges that the County will not withhold Federalor State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All "o*p*nrution received by the Contractor will be reported to the lnternal Revenue Service at the end of the calendai year in accordance with the applicable IRS regulations. lt is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if iny, and the Contractor is solely liable for any tax obligation arising from the Coniractor's performunce of this Agreement. The Contractor hereby agrees to indemnifiT the County against any demand to pay taxes arising from the Contractods failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as requirei OV Ih*. The Contractor must pay all 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 hold title. The County is exempt from FederalExcise Tax. Professional Services Agreement (rev. 09/24i20 1 I ) Page 4 of 17 p emp and all services performed by the Contractor as an