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The performance of atL or part of this Agreement by the contractor shatL not operate to vest any emptoyment rights whatsoever and shatt not be deemed to guarantee any emptoyment of the contractor or any emptoyee of the contractor or any sub-contractor or any employee of any sub-conilactor by the county at the present time or in the future' ?;ffirr.tor understands and acknowiedges thatthe countywil'l' notwithhotd Federal or state income taxes. where required by state or Federat taw' the contractor authorizes the countytomakewithhol.dingforanytaxesotherthanincometaxes(i'e'Medicare)' At[ compensation received by the contractor witt be reported to the lnternaL Revenue service at the end of the calendar year in accordance with the appticabl'e IRS regutations' lt is the responsibility of the Contractorto make the necessary estimated tax payments throughout theyear, if any,andthecontractorissotel,yl'iabteforanytaxobtigationarisingfromthe Contractor's performance of this Agreement' The Contractor hereby agrees to indemnifythe county against any demand to paytaxes arising from the contractor's faiture to pay taxes on compensation earned pursuant to this Agreement' The County wit[ pay sates and use taxes imposed on goods or services acquired hereunder as required by taw. {he contractor must pay ati other taxes incl'uding' but not limited to: Business and oCcupation Tax, taxes based on the contractor's gross or net income' or personal propefty to which the County does not hotd title' The County is exempt from Federal Excise Tax. 1 6. fi.egLrl-al i-q ns-and Begui re-mgat: This Agreement shaLL;; subject to atl [aws, rutes and regulations of the United States of America, and State of Washington, and poiiticat subdiviiions ot the State of Washington' and to any other provisions set forth herein or in the attached exhibits' 1 1 . Riglat-La Bevj-eY{: This contract is su bject to review by any Federat or state auditor' The county or its designee shatt have the ri$ht to review and monitorthe financial and service components of this programbywhatevermeansaredeemedexpedientbytheCounty.Suchreviewmayoccur with or without notice, and may inctude, but is not I'imited to' on-site inspection by county agents or emptoyees, inspection of atl records or other materia[S which the County deems pertinent to the Agreement and its performance, and any and atl communications With 0r evatuation by service reclpients under this Agreement' The contractor shal'[ preserve and maintain all,financiat records and records reL-Latingto the performance of work under this Agreement for 6 years after contract termination,""no shal'[ make them avaitabte for such review, within Kittitas county, state of washington, upon request' 12. M.o.dificatioos: l2.lEitherpartymayrequestchangesintheAgreement.Anyandal.tagreed modificationsshattbeinWriting,signedbyeachoftheparties. Kifi itas Co unty Professionat Services Agreement Page 6 0f 'l I