Fully executed PSA with Compass Direct and KCSO

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6. Aqglgnment. and.Fubmntragtln g: No portlon of thls dgrcement may bo assigned or eubcontnacted to any other indMdual, finn or entr'ty without the express ard pr*rrwrltten apprcval of the County. 7. lndependent @ntactor: The Conhac{ot's seMoes shall be fumirshed bythe Contractor as an independent Contrac.tor and nothing herein mnhined shall be consfuied to create a relationship of employer- employee or master-servant, but all payments made hereunder and all seMces performed shall be made and performed pursuant to this Agr:eement by the Contractor as an ind epend ent Contnac-tor. The Contractoracknowledges that the entire compensation forthis Agreement iis specified ln Exhhit "B* and the Conftactor.is not entltH to any County benefib inclrding, but not limited to: vacation pf,V, holiday FV, eick leave pay, rnedical, dental, or sther insurance benefits, or any oher dghts or privileges afforded to Kittitas County employees. Contnador will defend, lndemnlff and hold harmless the County, its Additional lnsureds, offroers, agents and employees from any loss or expense, lncluding but not Erntted to sefilemente, Judgments, seffifs, attomeys! fees or costs incurred by reason of clairns or demands because of hruach of the provisionsof this paragnaph. 8, ltlo, GuArantee oJ Emplov.ment: The perbnmnce of allor part of this Agrcement by the Contractor slralt not opemte to vest any empbyment fighh whatsoever and shall not be deemed to guanantee any employment of tre Gontractor or any employee. of the Contnactor or any sub-Corrtrador or any employoe of anysub-Contnac'tor by the County atthe presenttime orln the future. 9. Tsxes: The Contnactor understands and acknowledges that the County witl not withhold Fedenal or $tate income taxc. Where required by State or Federal law, the Conhac{orauthorizes the County to rnake wt-thholding for any taxes other than income taxes (i.e, Medicare). All mmpensation rcceived by the Gontractor will be rcported to the lnterml Revenue $ervlce at the end of he calendar year in accordance with the applicaHe IRS regulations. It is the responslbility of the Conhaetrr to rnake ffre necessary estimated tar payments thrcughout the year, if ang and the Contmctor is solely llable fur any tax obligation arising from he GontractoCs performance of thls Agreement. The Contnactor tereby agrees tc indemniff the County against any demard to pay taxes arising from the Contraetofs failur€ to pay taxes on oompensation earned pursuanttothis Agreement, The Countywlll pay sales and use taxes lmposed on goode orseMces acquired hereunder as requil'ed by law. The Gorrtractor must pay all other taxes including, but not limited to: Business and Oceupation Tax, taxes ba$ed on tre Conhac'tofg gros$ or net ineome, or personal pmperty to whlch the County does not hold title. The Gounty is exempt from Federal Excise Tax. Protussional SeMoes Agraoment (rev. 0W242Afi1 Paga 4 of 18