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<br />Professional Services Agreement <br />Page 5 <br />11. Right to Review: <br />This contract is subject to review by any Federal or State auditor. The County or its designee shall have the <br />right to review and monitor the financial and service components of this program by whatever means are <br />deemed expedient by the County. Such review may occur with or without notice, and may include, but is not <br />limited to, on-site inspection by County agents or employees, inspection of all records or other materials <br />which the County 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 and maintain all <br />financial records and records relating to the performance of work under this Agreement for 6 years after <br />contract termination, and shall make them available for such review, within Kittitas County, State of <br />Washington, upon request. <br /> <br />12. Modifications: <br /> <br /> 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall <br />be in writing, signed by each of the parties. <br /> <br /> 12.2 The County may, at any time, by written notice thereof to Contractor (“Change Notice”) <br />make changes in the Work within the general scope of this Agreement, including, but not <br />limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any <br />Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of <br />performance of any Work. <br /> <br /> 12.3 If any change in the Work causes an increase or decrease on Contractor’s cost of, or the time <br />required for, performance of the Work, an equitable adjustment in the compensation to <br />Contractor and in the schedule for the performance of the Work shall be made to reflect such <br />an increase or decrease. <br /> <br /> 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable <br />adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor <br />must, within thirty (30) days after receipt of any Change Notice that does not set forth any <br />acceptable adjustment, submit to the County a written statement setting forth any adjustment <br />claimed. <br /> <br /> 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to <br />compensation associated with changing the Work, such as revising design already <br />completed, revising calculations already performed, and revising documents. <br /> <br />13. Termination for Default: <br />If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent <br />or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the <br />benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage <br />prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If <br />the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments <br />under the Agreement until all work called for has been fully performed. Any extra cost or damage to the <br />County resulting from such default(s) shall be deducted from any money due or coming due to the <br />Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and <br />all damage sustained, or which may be sustained by the County by reason of such default. <br />