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is completed except contracts performed on "time and expenses" basis which invoiced amounts shall not exceed the actual charges to the invoice date. Under no circumstances will County pay for charges in excess of any lump-sum or not-to-exceed contract amount incurred prior to written authorization by County for an increase in the contract amount. Written request for an increase in the contract amount shall be given to County with sufficient notice to allow County to issue formal approval prior to the incurring of excess charges without delay to the work. The sum of payments shall not exceed the allowable compensation stated in this Agreement. ln the event items on an invoice are disputed, payment on those items will be withheld until the dispute is resolved. The Consultant shall submit a final invoice and required documentation for services authorized by each Notice to Proceed within Ninety (90) days after final acceptance by the County. The County will not be held liable for payment of invoices submitted after this time unless prior written approval has been given. V. Changes Changes in the scope of work or of services may only be made by written amendment signed by both County and Consultant. lf at any time the County through its authorized representatives, either orally or in writing, requests or issues instructions for extra services or otherwise directs actions which conflict with any provisions of this Agreement, the Consultant shall, within ten (10)days of receipt and priorto pursuing such instructions, notify the County in writing, and to the extent possible, describe the scope and estimated cost of any extra services. Unless so notified bythe Consultant, the County may assume such instructions have not changed any provisions of this Agreement nor require additional compensation. No additional payments shall be made to the Consultant without such notice. Vl. Audits and Records: The Consultant shall maintain records of all performances, communications, documents, and correspondence pertinent to this Agreement, and the County of its authorized representatives shall have the right to examine such records and accounting procedures and practices. The materials described in the Article shall be made available at the business office of the Consultant, at all reasonable times, for inspection, audit or reproduction by County or any funding agency, for a minimum of three years from the date (a) of final payment under this Agreement (b) final payment upon claims or disputes, and for such longer period, if any, as may be required by applicable statute or other provisions of this Agreement. Vll. Termination or Suspension: This Agreement may be terminated by either party upon ten (10) day's written notice if the other party fails substantially to perform in accordance with its terms through no fault of the party initiating the termination (default termination). lf the County terminates this Agreement, the County will pay the Consultant a sum equal to the percentage of work completed that can be substantiated by the Consultant and the County. lf the County becomes aware of any fault or defect in the work of the Consultant or nonconformance with this Agreement, the County will give prompt written notice thereof to the consultant. Should the Consultant's services remain in nonconformance with this Agreement, the percentage of total compensation attributable to the nonconforming work may be withheld. The County at any time may terminate (convenience termination) or suspend this Agreement for its own needs or convenience. ln the event of a convenience termination or suspension for more than three months, the Consultant will be compensated for authorized services and authorized expenditures performed to the date of receipt of written notice of termination plus reasonable termination expenses. NO fee or other compensation for the uncompleted portion of the services will be paid, except for already incurred indirect costs which the