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obligation arising from the Contractor's performance of this Agreement. The Contractor <br />hereby agrees to indemnify the County against any demand to pay taxes arising from the <br />Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. <br />The County will pay sales and use taxes imposed on good or services acquired hereunder <br />as required by law. The Contractor must pay all other taxes, including by not limited 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 title. The County is exempt from <br />Federal Excise Tax. <br />10. Laws. Rules, and Regulations: <br />This Agreement shall be subject to all applicable Federal and State of Washington laws, <br />rules, and regulations. <br />11. Right to Review: <br />Records required pursuant to this Agreement and the Work are subject to review by <br />Federal and State auditors as set forth in the Grant Handbook, Section 3 (Administrative <br />and Program Requirements). The County or its designee shall have the right to review <br />and monitor the financial and service components of this program by whatever means are <br />deemed expedient by the County, pursuant to Grant Handbook, Section 3 (Administrative <br />and Program Requirements), Section 7 (Managing Construction Projects), and Section 8 <br />(Sub -recipient). Such review may occur with or without notice, and may include, but is <br />not limited to, on -site inspection by County agents or employee, inspection of all records <br />or other materials that the County deems pertinent to the Agreement and its performance, <br />and any and all communications with or evaluation by service recipients under this <br />Agreement. <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 make changes, at any time, by written notice thereof to <br />Contractor ("Change Notice") regarding 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 schedule; <br />and (c) acceleration, deceleration, or suspension of performance of any Work. <br />12.3 Contractor shall notify the County within thirty (30) days after receipt of any <br />Change Notice if any change in the Work causes an increase or decrease on <br />Contractor's cost of or the time required for performance of the Work and the <br />parties shall mutually agree to an equitable adjustment in the compensation to <br />Contractor and to an increase or decrease in the schedule for the performance of <br />the Work. Contractor shall not be obligated to proceed with a Change Notice <br />until the parties have reached mutual agreement on any associated changes to <br />compensation and Work schedule. <br />Professional Services Agreement <br />Page 5 of 35 <br />