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The County wiLt pay sales and use taxes imposed on goods or services acquired hereunder as <br />required by taw. The Contractor must pay att othertaxes including, 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 hoLd titte. The County is exempt from Federal <br />Excise Tax. <br />10. Regulations and Requirement: <br />This Agreement shatt be subject to a[[ [aws, rules and regutations of the United States of <br />America, and State of Washingfon, and pol,iticat subdivisions of the State of Washington, and <br />to any other provisions set forth herein or in the attached exhibits. <br />11. Risht to Review: <br />This contract is subject to review by any Federal or State auditor. The County or its designee <br />shatt have the right to review and monitor the financial and service components of this <br />program bywhatever means are deemed expedient bythe County. Such review may occur <br />with or without notice, and may incl,ude, but is not timited to, on-site inspection by County <br />agents or emptoyees, inspection of att records or other materiats which the County deems <br />pertinent to the Agreement and its performance, and any and atl communications with or <br />evaluation by seruice recipients under this Agreement. The Contractor shat[ preserve and <br />maintain attf inanciaI records and records reLating to the performance of work under this <br />Agreement for 6 years after contract termination, and shat[ make them avaitable for such <br />review, within Kittitas County, State of Washinglon, upon request. <br />12. Modifications: <br />12.1 Either party may request changes in the Agreement. Any and atl agreed <br />modifications shalt be in writing, signed by each of the parties. <br />12.2 The County may, at any time, by written notice thereof to Contractor ("Change <br />Notice") makes changes in the Work within the generaI scope of this <br />Agreement, inctuding, but not l,imited to: (a)changes in, revisions to, <br />substitutions for, additions to or detetions of anyWork; (b)changes in <br />schedul.e; and (c) acceteration, deceleration or suspension of performance of <br />anyWork. <br />12.3 lf any change in the Work causes an increase or decrease on Contractor's cost <br />of, or the time required for, performance of the Work, an equitable adjustment <br />in the compensation to Contractor and in the schedule for the performance of <br />the Work shatt be made to reftect such an increase or decrease. <br />12.4 Notwithstanding any dispute or detay in arriving at a mutuatly acceptabte <br />equitabte adjustment, Contractor shat[ proceed in accordance with all. Change <br />Notices. The Contractor must, within thirty (30) days after receipt of any <br />Kittita s C ou nty Prof essionaI Services Agree ment <br />Page6of18