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the County against any demand to pay taxes arising from the Contractor's failure to pay <br />taxes on compensation earned pursuant to this Agreement. <br />The County will pay sales and use taxes imposed on goods or services acquired by the <br />County hereunder as required by law. The Contractor must pay all other taxes including, <br />but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or <br />net income, or personal property to which the County does not hold title. The County is <br />exempt from Federal Excise Tax. <br />10. Regulations and Requirement: <br />This Agreement shall be subject to all laws, rules and regulations of the United States of <br />America, and State of Washington, and political subdivisions of the State of Washington, <br />and to any other provisions set forth herein or in the attached Attachments. <br />11. Right to Review : <br />This contract is subject to review by any Federal or State auditor. The County or its <br />designee shall have the right to review and monitor the financial and service components <br />of this program by whatever means are deemed expedient by the County. Such review <br />may occur with or without notice, and may include, but is not limited to, on-site inspection <br />by County agents or employees, inspection of all records or other materials which the <br />County deems pertinent to the Agreement and its performance, and any and all <br />communications with or evaluation by service recipients under this Agreement. The <br />Contractor shall preserve and maintain all financial records and records relating to the <br />performance of work under this Agreement for 6 years after contract termination, and shall <br />make them available for such review, within Kittitas County, State of Washington, upon <br />request. <br />12. Modifications: <br />12.1 Either party may request changes in the Agreement. Any and all agreed <br />modifications shall be in writing, signed by each of the parties. <br />12.2 The County may, at any time, by written notice thereof to Contractor <br />("Change Notice") makes changes in the Work within the general scope of <br />this Agreement, including, but not limited to: (a) changes in, revisions to, <br />substitutions for, additions to or deletions of any Work; (b) changes in <br />schedule; and (c) acceleration, deceleration or suspension of performance <br />of any Work. <br />12.3 If any change in the Work causes an increase or decrease on Contractor's <br />cost of, or the time required for, performance of the Work, an equitable <br />adjustment in the compensation to Contractor and in the schedule for the <br />performance of the Work shall be made to reflect such an increase or <br />decrease. <br />12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable <br />equitable adjustment, Contractor shall proceed in accordance with all <br />Change Notices. Contractor must, within thirty (30) days after receipt of any <br />Professional Services Agreement <br />Page 5