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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 approvaI 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 shatl' maintain written procedures <br />retated to subcontracting, as wel,L as copies of att 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 retate to this 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 shaLl, bind the subcontractor to fol'Low at|. appLicabte terms of this <br />agreement. The contractor is responsibl.e to the county if the subcontractor faits to <br />compty with any app[icabl,e term or condition of this agreement' The Contractor shatL <br />appropriatety monitor the activities of the Subcontractor to assure fiscaL conditions of this <br />agreement. ln no event shatt the existence of a subcontract operate to release or reduce <br />the tiabi[ity of the Contractor to the County for any breach in the performance of the <br />Subcontractor's d uties. <br />Every subcontract shaLl. incl.ude a term that County is not tiabte for claims or damages <br />arising from a subcontractor's performance of the subcontract. <br />7. lndePendent Contractor: <br />The Contractor,s services shaLL be furnished by the Contractor as an independent Contractor <br />and nothing herein contained shaLL be construed to create a relationship of employer- <br />empl.oyee or master-Servant, but aLt payments made hereunder and att services performed <br />shatt be made and performed pursuant to this Agreement by the Contractor as an <br />independent Contractor. <br />The Contractor acknowl,edges that the entire compensation for this Agreement is specified in <br />Exhibit ,,8,, and the Contractor is not entitted to any County benefits inctuding, but not timited <br />to: vacation pay, hol.iday pay, sick leave pay, medicat, dentat, or other insurance benefits' or <br />any other rights or privil.eges afforded to Kittitas county emptoyees. <br />Contractor wilt defend, indemnify and hol,d harml'ess the County' its Additional lnsured's' <br />officers, agents or emptoyees from any toss or expense, incl'uding but not timited to <br />Settiements, judgments, Setoffs, attorneys' fees or costs incurred by reason of ctaims or <br />demands because of breach of the provisions of this paragraph' <br />B. Nq Guarantee of EmPtoyment <br />Kittitas Cou nty Professio naI Se rvices Agree ment <br />Page 5 ot 21