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Contractor wil.l. defend, indemnify and hotd harmless the County, its Additional lnsured's' officers, agents or empLoyees from any toss or expense, inctuding but not timited to setttements, judgments, setoffs, attorneys'feeS or costs incurred by reason of claims or demandsbecauseofbreachoftheprovisionsofthisparagraph. 8. NQ Guarantee olEmplgymenl: The performance of atl, or part of this Agreement by the contractor shail not operate to vest any emptoyment rights whatsoever and shaLt not be deemed to guarantee anyemptoyment of the contractor or any emptoyee of the contractor or any sub-contractor or any empLoyee of anysub.ContractorbytheCountyatthepresenttimeorinthefuture. 9. Taxes: The contractor understands dnd acknowtedges that the county witt not withhotd FederaI or State income taxes. Where required by State or FederaI law' the Contractor authorizes the County to make withhol.ding for any taxes other than income taxes (i'e' Medlcare)' Al't compensation received by the contractor witl, be reported to the lnternal' Revenue service at the end of the catendaryear in accordance with the appl.icabte IRS regutations' lt is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the contractor is sotety tiable for any tax obligation arising from the contractor,s performance of this Agreement. The contractor hereby agrees to indemnify the counw against any demand to pay taxes arising from the contractor's faiture to pay taxes on compensation earned pursuant to this Agreement' The County wiit pay sates and use taxes imposed on goods or services acquired hereunder as required by taw. The contractor must pay al,t othertaxes incLuding' but not timited to: BUsiness and OCcupatiOn Tax, taxes based On the Contractor's gross or net income' or personal property to which the county does not hol'd titl'e. The county is exempt from FederaI Excise Tax. 10. Regutatiqns and Requirement: This Agreement shatt be subject to atl laws, rutes and regutations of the United states of America, and State of Washington, and poiitl"rt subdivisions of the State of Washington' and toanyotherprovisionssetforthhereinorintheattachedexhibits. 11. Rightto Review: This contract is subject to review by any Federat or State auditor' The County or its designee shal.t have the right to review and monitor the financiaL and service components of this program by whatever means are deemed expedient by the county' such review may occur with or without notice, and may inctude, butis not Limited to, on-site inspection by county agents or emptoyees, inspection of atl records or other materia[S which the County deems peftinent to the Agreement and its performance, and any and att communications With or evatuation by service recipients under this Agreement' The Contractor Shatl preserve and maintain att financiaI records and records retating to the performance of work under this Kittitas County Professionat Services Agreement Page 6 of 20