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LT-2019-01-PSA-CHAMBEROF COMMERCE Contractor's performance of this Agreement.The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law.The Contractor must pay all other taxes including,but not limited to:Business and Occupation Tax,taxes based on the Contractor's gross or net income,or personal property to which the County does not hold title.The County is exempt from Federal Excise Tax. 10.Regulations and Requirement: This Agreement shall be subject to all laws,rules and regulations of the United States of America,and State of Washington,and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11.Right to Review: This contract is subject to review by any Federal or State auditor.The County or its designee shall have the right to review and monitor the financial and service components of this program by whatevermeans are deemed expedient by the County.Such review may occur with or without notice,and may include,but is not limited to,on-site inspection by County agents or employees,inspection of all records or other materials which the County deems pertinent to the Agreement and its performance,and any and all communications with or evaluation by service recipients under this Agreement.The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination,and shall make them availablefor such review,within Kittitas County,State of Washington,upon request. 12.Modifications: 12.1 Either party may request changes in the Agreement.Any and all agreed modifications shall be in writing,signed by each of the parties. 12.2 The County may,at any time,by written notice thereof to Contractor ("Change Notice")makes changes in the Work within the general scope of this Agreement,including,but not limited to:(a)changes in,revisions to, substitutionsfor,additions to or deletions of any Work;(b)changes in schedule;and (c)acceleration,deceleration or suspension of performance of any Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of,or the time required for,performance of the Work,an equitable adjustmentin the compensation to Contractor and in the schedule for the Professional Services Agreement Page 6