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6. A$-$ignme nt and$sb*e.sntraelin€: No portion of this Agreement may be assigned or subcontracted to any other individuat' firm or entity without the express and prior written approval of the county' The contractor may onty subcontract work contemplated under this agreement if it obtains the prior written approvaI of the County' lf the County approves subcontracting, the Contractor shaLt maintain written procedures retated to subcontracting, as wet[ as copies of at[ subcontracts and records retated to subcontracts. For cause, the County in writing may require the Contractor to amend its subcontracting procedures aS they retate to this agreement, prohibit the Contractorfrom subcOntraCting with a particutar person or entity, or require the Contractor to rescind or amend a subcontract. Every subcontract shal.l. bind the subcontractor to fottow atL appticabte terrns of this agreement. The contractor is responsibie to the county if the Subcontractor faiLs to compty with any appticabte term or condition of this agreement' The contractor sha[[ appropriatel'ymonitortheactivitiesofthesubcontractortoassurefiscal.conditionsofthis agreement. ln no event shatl. the existence of a subcontract operate to retease or reduce the tia bitity of the contractor to the county for a ny breac h in the perfo rma nce of the Subcontractor's duties. Every subcontract shaLL inctude a term that County is not tiabLe for ctaims or damages arisingfromaSubcontractor'sperformanceofthesubcontract. z . In-d-epeadextc-o-n&a otoj : The contractor's services shal.t be furnished by the contractor as an independent contractor and nothing herein contained shatl, be construed to create a retationship of emptoyer- employee or master-servant, but aLl, payments made hereunder and att services performed shail, be made and performed pursuant to this Agreement bythe contractor as an i ndepende nt Contractor. The Contractor acknowtedges that the entire compensation for this Agreement is specified in Exhibit ,,8,, and the Contracior is not entitted to any County benefits incl'uding, but not timited to: vacation pay, hotiday pay, sick teave pay, medica[, dentat, or other insurance benefits' or anyotherri$htsorpriviiegesaffordedtoKittitasCountyemp[oyees. contractor wil.t defend, indemnify and hol,d harmtess the county, its Additionat lnsured's' officers, agents or empLoyees from any loss or expense, incl'uding but not timited to setttements, judgments, setoffs, attorneys'fees Or costs incurred by reason of ctaims or demands because of breach of the provisions of this paragraph' L NCI G u arfintoe- o-lEmp-[-oy-nre-n t : Kittitas County Professionat Servi ces Agreement Page 5 of 19