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Professional Services Master Agreement <br />Kittitas County <br />successors and permitted assignees. This Agreement may be modified only by a written <br />amendment executed by duly authorized officers or representatives of both parties. If any <br />provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or <br />unenforceable, then such provision shall be severed from this Agreement and the remaining <br />provisions will continue in full force. This Agreement may be executed in several <br />counterparts, each of which will be deemed an original, and all of which taken together will <br />constitute one single agreement between the parties with the same effect as if all the <br />signatures were upon the same instrument. Tieton Group may use the name of the Client, the <br />existence of this Agreement and the nature of the associated services provided herein for <br />marketing purposes. This Agreement and all SOWs attached hereto constitute the complete <br />and exclusive statement of the agreement between the parties and supersedes all proposals, <br />oral or written, and all other prior or contemporaneous communications between the parties <br />relating to the subject matter herein. <br />14. Cooperative Purchasing <br />The Washington State Interlocal Cooperation Act RCW 39.34 provides that other <br />governmental agencies may purchase goods and services based on this Contract in <br />accordance with the terms and prices indicated herein if all parties are agreeable. Each public <br />agency shall formulate a separate contract with Tieton Group, incorporating the terms and <br />conditions of this Contract with Client. Client shall incur no liability in connection with such <br />contracts or purchases by other public agencies thereunder. It will be Tieton Group's <br />responsibility to inform such public agencies of this Contract. Tieton Group shall invoice such <br />public agencies as separate entities. <br />15. Assignment and Subcontracting <br />No portion of this Agreement may be assigned or subcontracted to any other individual, firm <br />or entity without the express and prior written approval of the Client. <br />16. Right to Review <br />This contract is subject to review by any Federal or State auditor, or the Kittitas County <br />Auditor. The Client or its designee shall have the right to review and monitor the financial and <br />service components of this program by whatever means are deemed expedient by the Client. <br />Such review may occur with or without notice, and may include, but is not limited to, on-site <br />inspection by Client agents or employees, inspection of all records or other materials which <br />the Client deems pertinent to the Agreement and its performance, and any and all <br />communications with or evaluation by service recipients under this Agreement. Tieton Group <br />shall preserve and maintain all financial records and records relating to the performance of <br />work under this Agreement for 6 years after contract termination, and shall make them <br />available for such review, within Kittitas County, State of Washington, upon request. <br />Page 8 of 12 <br />