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The performance of at[ or part of this Agreement by the Contractor shat[ not operate to vest <br />any emptoyment rights whatsoever and shatl not be deemed to guarantee any emptoyment of <br />the Contractor or any emptoyee of the Contractor or any sub-Contractor or any emptoyee of <br />any sub-Contractor by the County at the present time or in the future. <br />9. Taxes: <br />The Contractor understands and acknowtedges that the County witl not withhol,d FederaI or <br />State income taxes. Where required by State or Federat taw, the Contractor authorizes the <br />County to make withhol.ding for any taxes other than income taxes (i.e. Medicare). Att <br />compensation received by the Contractor wi[[ be reported to the lnternaI Revenue Service at <br />the end of the catendaryear in accordance with the appl,icabte IRS regulations. lt is the <br />responsibil,ity of the Contractor to make the necessary estimated tax payments throughout <br />the year, if any, and the Contractor is sotety Liabte for any tax obLigation 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 faiture to pay taxes on <br />compensation earned pursuant to this Agreement. <br />The County witl, pay sates and use taxes imposed on goods or services acquired hereunder as <br />required by [aw. The Contractor must pay al.t other taxes inctuding, but not timited to: <br />Business and Occupation Tax, taxes based on the Contractor's gross or net income, or <br />personal property to which the County does not hotd titl.e. The County is exempt from FederaI <br />Excise Tax. <br />10. Regutations and Requirement: <br />This Agreement shatt be subject to atl [aws, rutes and regutations of the United States of <br />America, and State of Washington, and potitical, subdivisions of the State of Washington, and <br />to any other provisions set forth herein or in the attached exhibits. <br />1 1. Right to Review: <br />This contract is subject to review by any Federat or State auditor. The County or its designee <br />shatl have the right to review and monitor the financial 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 employees, inspection of at[ records or other materiats which the County deems <br />pertinent to the Agreement and its performance, and any and at[ communications with or <br />evatuation by service recipients under this Agreement. The Contractor shatt preserve and <br />maintain at[ financial records and records retating to the performance of work under this <br />Agreement for 6 years after contract termination, and shatl make them avaitabte for such <br />review, within Kittitas County, State of Washington, upon request. <br />12. Modifications: <br />12.1 Either party may request changes in the Agreement. Any and attagreed <br />modifications shatl be in writing, signed by each of the parties. <br />Kittitas County ProfessionaI Services Agreement <br />Page 6 of 20