Laserfiche WebLink
following such submission, Contractor may cease all Work on the Project until the <br />County has paid in full such invoice. <br />6. Assignment and Subcontracting: <br />This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and <br />their respective successors and permitted assigns. Any assignment, transfer or <br />subcontracting (whether by operation of law or otherwise) by either parry of any right, <br />obligation, or duty, in whole or in part, or of any interest, without the written consent of <br />the other party shall be void ab initio, provided however that such consent shall not be <br />unreasonably withheld, conditioned, or delayed, and shall not be required if such <br />assignment is to a corporate affiliate or an entity under common control or an entity <br />acquiring all or substantially all of its assets or equity, whether by sale, merger, <br />consolidation or otherwise in connection with a financing transaction. <br />7. Independent Contractor: <br />The Contractor's services shall be furnished by the Contractor as an independent <br />contractor and nothing herein contained shall be construed to create a relationship of <br />employer -employee or master -servant, but all payments made hereunder, and all services <br />performed shall be made and performed pursuant to this Agreement by the Contractor as <br />an independent contractor. <br />The Contractor acknowledges that the entire compensation for this Agreement is <br />specified in Exhibit A, Section 5, and the Contractor is not entitled to any County <br />benefits, including but not limited to: vacation pay, holiday pay, sick leave pay, medical, <br />dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas <br />County employees. <br />Contractor will defend, indemnify, and hold harmless the County, its Additional Insureds, <br />officers, agents or employees from any loss or expense, including but not limited to <br />settlements, judgments, setoffs, attorneys' fees, or costs incurred by reason of claims or <br />demands because of breach of the provisions of this paragraph. <br />8. No Guarantee of Employment: <br />The performance of all or part of this Agreement by the Contractor shall not operate to <br />vest any employment rights whatsoever and shall not be deemed to guarantee any <br />employment of the Contractor or any employee of the Contractor or any sub -contractor or <br />any employee of any sub -contractor by the County at the present time or in the future. <br />9. Taxes: <br />The Contractor understands and acknowledges that the County will not withhold Federal <br />or State income taxes. Where required by State or Federal law, the Contractor authorizes <br />the County to make withholding for any taxes other than income taxes (i.e., Medicare). <br />All compensation received by the Contractor will be reported to the Internal Revenue <br />Service ("IRS") at the end of the calendar year in accordance with the applicable IRS <br />regulations. It is the responsibility of the Contractor to make the necessary estimated tax <br />payments throughout the year, if any, and the Contractor is solely liable for -any tax <br />Professional Services Agreement <br />Page 4 of 35 <br />