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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 onl.y subcontract work contempLated under this agreement if it obtains <br />the prior written approval of the County. <br />lf the County approves subcontracting, the Contractor shat[ maintain written procedures <br />rel,ated to subcontracting, as wetl, as copies of atl, 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 particul,ar 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 al.t appLicable terms of this <br />agreement. The Contractor is responsibte to the County if the Subcontractor faits to <br />compLy with any appticabte term or condition of this agreement. The Contractor shat[ <br />appropriateLy monitor the activities of the Subcontractor to assure fiscaI conditions of this <br />agreement. ln no event shatl. the existence of a subcontract operate to retease or reduce <br />the tiabil.ity of the Contractor to the County for any breach in the performance of the <br />Su bcontractor's d uties. <br />Every subcontract shal.l, incl,ude a term that County is not l,iabl,e for ctaims or damages <br />arising from a Subcontractor'S performance of the subcontract. <br />7. I ndependent Contractor: <br />The contractor's services shatl, be furnished by the contractor as an independent contractor <br />and nothing herein contained shal,t be construed to create a retationship of emptoyer- <br />emptoyee or master-servant, but atl, payments made hereunder and at[ services performed <br />shatt be made and performed pursuant to this Agreement by the Contractor as an <br />i ndependent Contractor. <br />The Contractor acknowtedges that the entire compensation for this Agreement is specified in <br />Exhibit "B" and the Contractor is not entitl,ed to any County benefits inctuding, but not Limited <br />to: vacation pay, hotiday pay, sick leave pay, medicat, dentat, or other insurance benefits, or <br />any other rights or priviteges afforded to Kittitas County emptoyees. <br />Contractor wil,l, defend, indemnify and hotd harml.ess the County, its AdditionaI lnsured's, <br />officers, agents or empl,oyees from any toss or expense, inctuding but not [imited to <br />setttements, judgments, setoffs, attorneys'fees or costs incurred by reason of ctaims or <br />demands because of breach of the provisions of this paragraph. <br />8. No Guarantee of Emptoyment <br />Kittitas County Professionat Services Agreement <br />Page 5 of 20