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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 title.The County is exempt from <br />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 exhibits. <br />11.Right to Review: <br />This Agreement 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 of <br />this program by whatever means are deemed expedient by the County.Such review may <br />occur with or without notice,and may include,but is not limited to,on-site inspection by <br />County agents or employees,inspection of all records or other materials which the County <br />deems pertinent to the Agreement and its performance,and any and all communications <br />with or evaluation by service recipients under this Agreement.The Contractor shall preserve <br />and maintain all financial records and records relating to the performance of work under this <br />Agreement for 6 years after contract termination,and shall make them available for such <br />review,within Kittitas County,State of Washington,upon request.Any such reviews shall <br />take place during normal business hours with reasonable notice prior to the review,at the <br />Client’s sole expense. <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 anytime,by written notice thereof to Contractor (“Change <br />Notice”)make changes in the Work within the general scope of this <br />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 of <br />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 Change <br />Notices.Contractor must,within thirty (30)days after receipt of any Change <br />Notice that does not set forth any acceptable adjustment,submit to the County <br />Professional Services Agreement <br />Page 5