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office, their officers, agents or employees from any loss or expense, including but not limited to <br />settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands <br />because ofbreach ofthe provisions ofthis paragraph. <br />14. Either party may request changes in the Agreement. Any and all agreed modifications shall be in <br />writin& signed by each of the authorized agents of the parties. <br />15' Except as set forth elsewhere in the Agreement, for all purposes under this Agreemen! except <br />service of process, notice shall be given by the Provider to the Corrections Commander, Kittitas <br />County Corrections Center, 205 W' 56 Ave. Suite #1., and to the Kittitas County Commissioners, 205 <br />W 5th Ave, Suite 10& Ellensburg, WA 98926. Notice to the Provider for all purposes under this <br />Agreement shall be given to the address or telephone number as the case may be reflected on the <br />signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, <br />postage prepaid. <br />16. lf any term or condition of this Agreement or the application thereof to any person(s) or <br />circumstances is held invatid, such invalidity shall not affect other terms, conditions or applications <br />which can be given effect without the invalid term, condition or application. To this end, the terms <br />and conditions of this Agreement are declared severable. <br />17. Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or <br />subsequent breach. No terms orconditions of this Agreement shall be held to be waived, modified <br />or deleted except by an instrumen! in writing, signed bythe parties hereto. <br />18. This written contract, including Exhibit "A", the federally mandated Business Associate Agreement, <br />attached hereto and incorporated by reference into this contract, represents the entire Agreement <br />between the parties and supersedes any prior oral statements, discussions or understandings <br />between the parties. As to Exhibit "A", "provider/, is the ,,Business Associate,,. <br />19' This Agreement is subject to public disclosure laws. This contract is subject to review by any <br />Federal or State auditor. The County or its designee shall have the right to review and monitor the <br />financialand service components of this program by whatever means are deemed expedient by the <br />County' Such review may occur with or without notice, and may include, but is not limited to, on- <br />site inspection by County agents or employees, inspection of all records or other materials which <br />the county deems pertinent to the Agreement and its performance, and any and all <br />communicationswithorevaluationbyservicerecipientsunderthisAgreement. TheContractor <br />shall preserve and maintain all financial records and records relating to the performance of work <br />under this Agreement for 6 years after contracttermination, and shall make them available for such <br />review, within Kittitas County, State of Washington, upon request. <br />Dated this 2024 <br />Page4