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The performance of att or part of this Agreement by the contractor shaLl' not operate to vest <br />any empl.oyment rights whatsoever and shal,l. not be deemed to guarantee any emptoyment of <br />the Contractor or any employee of the Contractor or any sub-Contractor or any employee of <br />anysub-ContractorbytheCountyatthepresenttimeorinthefuture. <br />9. Taxes: <br />The Contractor understands and. acknowl.edges that the County wil'L not withhotd FederaI or <br />state income taxes. where required by state or Federa[ [aw, the contractor authorizes the <br />county to make withhol,ding for any taxes other than income taxes (i'e' Medicare)' AtL <br />compensation received by the Contractor wil.t be reported to the lnternat Revenue Service at <br />the end of the caiendar year in accordance with the appLicabLe IRS regul'ations' lt is the <br />responsibiLity of the Contractor to make the necessary estimated tax payments throughout <br />the year, if any, and the Contractor is sotety LiabLe for any tax obl'igation arising from the <br />contractor's performance of this Agreement. The contractor hereby agrees to indemnify the <br />county against any demand to pay taxes arising from the contractor's failure to pay taxes on <br />compensation earned pursuant to this Agreement' <br />The county wiLt pay sates and use taxes imposed on goods or services acquired hereunder as <br />required by taw. The contractor must pay al'L other taxes inctuding, but not Limited to: <br />Business and Occupation Tax, taxes based on the Contractor'S gross or net income' or <br />personat property to which the county does not ho[d titie. The county is exempt f rom FederaI <br />Excise Tax. <br />10. Regutations and Requirement: <br />This Agreement shatl be subject to a[[ laws, rutes and reguLations of the United States of <br />America, and state of washington, and pol.iticaL subdivisions of the state of washington' and <br />to any other provisions set forth herein or in the attached exhibits' <br />11. Right to Review: <br />This contract is subject to review by any Federal' or state auditor' The county or its designee <br />shaLl. have the rightto review and monitorthe financiat and service components of this <br />program by whatever means are deemed expedient by the county' such review may occur <br />with or without notice, and may Inctude, but is not Limited to, on-site inspection by county <br />agents or empl.oyees, inspection of al't records or other materiats which the County deems <br />pertinent to the Agreement and its performance, and any and attcommunications with or <br />evatuation by service recipients under this Agreement. The contractor shal'L preserve and <br />maintain aLt financiaI records and records rel,ating to the performance of work under this <br />Agreement for 6 years after contract termination, and sha[t make them availabte for such <br />review, within Kittitas County, State of Washington, upon request' <br />Modifications: <br />l2.lEitherpartymayrequestchangesintheAgreement.Anyandal.l.agreed <br />modificationsshatl'beinwriting,signedbyeachoftheparties' <br />12 <br />Kittitas County Professionat Se rvices Agreement <br />Page 6 ot 21