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Kittitas County Agreement for Services (rev. 5/14/25) <br />Page 9 of 22 <br /> <br />comply with any applicable term or condition of this agreement. The Contractor shall appropriately monitor the <br />activities of the Subcontractor to assure fiscal conditions of this agreement. In no event shall the existence of a <br />subcontract operate to release or reduce the liability of the Contractor to the County for any breach in the <br />performance of the Subcontractor’s duties. <br />Every subcontract shall include a term that County is not liable for claims or damages arising from a <br />Subcontractor’s performance of the subcontract. <br /> 6. Right to Review; Maintenance of Records: This Agreement is subject to review by any Federal or State <br />auditor. The County or its designee shall have the right to review and monitor the financial and service <br />components of the work performed under this Agreement by whatever means are deemed expedient by the <br />County. Such review may occur with or without notice, and may include, without limitation, on-site inspection, <br />inspection of all records or other materials which the County deems pertinent, and any and all communications <br />with or evaluation by service recipients under this Agreement. Contractor shall preserve and maintain all records <br />relating to this Agreement for six (6) years after termination or expiration of the Agreement, and upon request <br />shall make them available for review by any Federal or State auditor, the County, and/or any persons authorized <br />by the County. <br /> <br /> 7. Modification <br /> <br />7.1. This Agreement may be amended by mutual agreement of the parties. Any such amendment <br />shall be in writing and signed by both parties. <br /> <br /> 7.2 The County may unilaterally amend this Agreement at any time by written notice (“Change <br />Notice”) to Contractor, to modify the work to be performed under this Agreement, within the general scope of <br />the Agreement. Such changes may include, but are not limited to, changes in the exact scope of work to be <br />performed (including modification, substitution, addition, or deletion of required tasks) and changes to the <br />schedule of performance. If any such Change Notice causes an increase or decrease to Contractor’s cost of, or the <br />time required for, performance of the work, an equitable adjustment in the compensation to Contractor and/or <br />in the schedule for the performance of the work shall be made by the County to reflect such an increase or <br />decrease. Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, <br />Contractor shall proceed in accordance with all Change Notices. Within thirty (30) days after receipt of any Change <br />Notice which, in Contractor’s opinion, lacks an adequate adjustment, Contractor must submit to the County a <br />written statement requesting a modified adjustment; otherwise, Contractor will forfeit its right to any such <br />modified adjustment. The County retains the final right to determine adjustments hereunder. <br /> <br /> 8. Termination <br /> <br /> 8.1 This Agreement may be terminated at any time by mutual written agreement of the parties. <br /> <br /> 8.2 The County, by giving written notice, may terminate this Agreement at any time without cause <br />and without further obligation to Contractor except for payment due for deliverables provided and/or services <br />performed prior to the effective date of termination. An equitable adjustment in the contracted price for partially <br />completed tasks will be made by the County, but such adjustment shall not include compensation for loss of <br />anticipated profit on uncompleted work. <br /> <br /> 8.3 If Contractor defaults by failing to perform any of its obligations under this Agreement, or <br />becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment <br />for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at <br />the County's option, obtain performance of the work elsewhere. If the Agreement is terminated under this <br />paragraph, Contractor shall not be entitled to receive any further payments under this Agreement until all of its <br />obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted