Kittitas County (MSA) (FINAL - READY FOR EXECUTION) (2)

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Master Solutions Agreement A-15 Revised August 2022 MSA 25. ENTIRE AGREEMENT; MODIFICATIONS; WAIVERS (a) Entire Agreement. This Agreement, including any SOWs and Purchase Orders executed in connection herewith, represents the entire agreement between the Parties regarding the subject matter contained herein, and supersedes any and all other agreements between the Parties regarding the subject matter hereof. (b) Modifications. Any changes to the terms and conditions in this Agreement must be in set forth in a written agreement signed by each Party. (c) Waivers. No delay or failure by a Party in exercising or enforcing any of its rights or remedies hereunder, and no course of dealing or performance with respect thereto, will constitute a waiver thereof. The express waiver by a Party of any right or remedy in a particular instance will not constitute a waiver thereof in any other instance. No waiver or discharge of any provision of this Agreement will be effective unless made in writing signed by both Parties that specifically identifies this Agreement and the provision intended to be waived or discharged. Each such waiver or discharge will be effective only in the specific instance and for the specific purpose for which given. 26. ORDER OF PRECEDENCE Any inconsistency between this Agreement and any SOW or Purchase Order will be resolved by giving precedence to: (a) first, this Agreement; (b) second, the applicable SOW; and (c) third, to the applicable Purchase Order, but only to the extent that such Purchase contains language specifying its intent to supersede this Agreement and is signed by both Parties. Except as provided in the immediately preceding sentence, no conflicting terms contained in any Purchase Order will be binding on the Parties. 26. COMPLIANCE WITH LAWS Each Party will comply with all federal, state and local laws, ordinances, rules, regulations and orders applicable to such Party with respect to the provision and receipt of the Deliverables, and obligations under this Agreement. Each Party will advise the other Party of any laws or regulations or changes in laws or regulations affecting the provision and receipt of the Deliverables hereunder. 27. NOTICES If a Party is required to give notice to the other Party, such notice will be deemed given when: (i) delivered by hand; (ii) mailed by registered or certified mail, return receipt requested, postage prepaid; (iii) sent by a third party courier service where receipt is verified by the receiving Party's acknowledgment; or (iv) sent by fax where transmission is confirmed, and addressed as set forth on the signature page to this Agreement. 28. SURVIVAL Except for the provisions of Sections 6 (Documentation), 10 (Audit), 11 (Ownership and Intellectual Property), 12 (Confidentiality), 13 (Governing Law; Forum), 14 (Termination), 21 (Limitation of Liability), 22 (Unethical Practices; FCPA; Exports), and 29 (Survival) which are intended to survive the termination of this Agreement until the earlier of the expiration of (a) the applicable period set forth in such provision, or (b) the applicable statute of limitations, the terms, conditions and warranties contained in this Agreement will survive for one month following the termination of this Agreement.