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