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6. Assignment and Subcontracting: <br />No portion of this Agreement may be assigned or subcontracted to any other individuat' firm <br />or entity without the express and prior written approval of the county' <br />The contractor may onty subcontract work contemptated under this agreement if it obtains <br />the prior written approvaI of the County' <br />lf the county approves subcontracting, the contractor sha|.l' maintain written procedures <br />reLated to subcontracting, as weLl, as copies of al't subcontracts and records retated to <br />subcontracts. For cause, the County in writing may require the Contractor to amend its <br />subcontracting procedures as they rel.ate to thls agreement, prohibit the contractor f rom <br />subcontracting with a particutar person or entity, or require the Contractor to rescind or <br />amend a subcontract. <br />Every subcontract shatl. bind the Subcontractor to fol'l'ow atL appl'icabl'e terms of this <br />agreement. The Contractor is responsibl'e to the County if the Subcontractor faits to <br />compLy with any applicabl.e term or condition of this agreement' The contractor sha[[ <br />appropriatel.y monitor the activities of the subcontractor to assure fiscaL conditions of this <br />agreement. ln no event shal.tthe existence of a subcontract operate to retease or reduce <br />the LiabiLity of the contractor to the county for any breach in the performance of the <br />Subcontractor's d uties. <br />Every subcontract shal.l. incLude a term that County is not Liabl'e for claims or damages <br />arising f rom a subcontractor's performance of the subcontract' <br />7. lndePendent Contractor: <br />The contractor's services shal.l be f urnished by the contractor as an independent contractor <br />and nothing hereln contained shat[ be construed to create a retationship of employer- <br />employee or master-seryant, but aLt payments made hereunder and al'L services performed <br />shaLl. be made and performed pursuant to this Agreement by the contractor as an <br />independent Contractor. <br />The contractor acknowtedges that the entire compensation for this Agreement is specified in <br />Exhibit,,B" and the Contractor is not entitted to any County benefits incl'uding' but not Limited <br />to: vacation pay, hol.iday pay, sick leave pay, medicat, dentat, or other insurance benefits' or <br />anyotherrightsorprivil'egesaffordedtoKitt|tasCountyemptoyees. <br />Contractor will. defend, indemnify and hold harml,ess the County, its Additiona[ lnsured's' <br />olficers, agents or empLoyees from any loss or expense, inc[uding but not limited to <br />setttements, jUdgments, Setoffs, attorneys' fees or COSTS incurred by reason of ctaims or <br />demandsbecauseofbreachoftheprovisionsofthisparagraph' <br />B. No Guarantee of Employment <br />Kittitas County ProfessionaL Services Agreement <br />Page 5 of 21