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Contractor wil,l. defend, indemnify and hotd harml.ess the County, its Additional lnsured's, officers, agents or emptoyees from any I'oss or expense, incl'uding but not I'imited to Setttements, judgments, setoffs, attorneys' fees or costs incurred by reason of ctaims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Emptoyment: The performance of atl, or part of this Agreement by the Contractor shatl not operate to vest any emptoyment rights whatsoever and shal.l. 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 by the County at the present time or in the future' 9. Taxes: The Contractor understands and acknowLedges that the County wiLl. not withhol'd FederaI or State income taxes. Where required by State or Federal, [aw, the Contractor authorizes the County to make withhotding for any taxes other than income taxes (i-e. Medicare). Att compensation received by the Contractor wil.l, be reported to the lnternaI Revenue Service at the end of the catendaryear in accordance with the appLicabte 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 sotel.y Liabte 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 f rom the Contractor's faiture to pay taxes on compensation earned pursuant to this Agreement' The County wil.l. pay sales and use taxes imposed on goods or services acquired hereunder as required by Law. The Contractor must pay al,l. other taxes incl'uding, but not I'imited to: Business and Occupation Tax, taxes based on the Contractor'S gross or net income, or personat property to which the County does not hol.d titl.e. The County is exempt from FederaI Excise Tax. 10. Regutations and Requirement: This Agreement shaLt be subject to at[ [aws, rutes and regul.ations of the United States of America, and State of Washinglon, and pol.iticat subdivisions of the State of Washing[on, and to any other provisions set forth herein or in the attached exhibits. 11 . Right to Review: This contract is subject to review by any Federat or State auditor. The County or its designee shal.l. have the right to review and monitor the financial, and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may inctude, but is not timited to, on-site inspection by County agents or emptoyees, inspection of al.l. records or other materiats which the County deems peftinent to the Agreement and its performance, and any and al't communications with or evatuation by service recipients under this Agreement. The Contractor sha[[ preserve and maintain a1. financiaL records and records re[ating to the performance of work under this Kittitas County Professionat Services Agree ment Page 6 of 20