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the Revised Code of Washington, the Industrial Insurance Act, for injuries to Chamber employees and <br />agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend <br />to any claim brought by or on behalf of any employee of the Chamber. This waiver is mutually <br />negotiated by the parties to this Agreement. <br />Miscellaneous. <br />a. Chamber shall not (by contract, operation of law or otherwise) assign this Agreement or any <br />right or interest in this Agreement without the County's prior written consent. <br />b. This Agreement embodies the entire Agreement between the County and Chamber, and <br />supersedes any and all prior oral or written communications, proposals, conditions, promises, <br />representations, or understandings regarding the Services. No change, amendment or <br />modification of any provision of this Agreement shall be valid unless set forth in a written <br />amendment to the Agreement signed by both parties. <br />c. Notice for any purpose under this Agreement, except service of process, shall be given by <br />the Chamber to the Board of County Commissioners and the Kittitas County Auditor, 205 N <br />Main Street, Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the <br />County to the Chamber shall be given to the Chamber's address provided on the signature <br />page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage <br />prepaid, certified mail, return receipt requested. <br />d. The section and paragraph headings of this Agreement are for reference convenience only <br />and are not intended to restrict, affect or be of any weight in interpreting or construing the <br />provisions of such sections or paragraphs. <br />e. This Agreement may be executed in one or more counterparts and by facsimile, each of <br />which will be deemed an original, but all of which together will constitute one and the same <br />instrument. <br />Chamber warrants to the County that the individual signing on Chamber's behalf has the <br />requisite power and authority to enter into and to perform Chamber's obligations under this <br />Agreement. Chamber further warrants to the County that Chamber has made no <br />misrepresentation or misleading statement in connection with this Agreement, and is not in <br />violation of any applicable law, ordinance, or regulation the consequence of which will or <br />may materially affect Chamber's ability to perform its obligations under this Agreement. <br />g. If any term or condition of this Agreement or the application thereof to any person(s) or <br />circumstances is held invalid, such invalidity shall not affect the other terms, conditions or <br />applications which can be given effect without the invalid term, condition or application. To <br />this end, the terms and conditions of this Agreement are declared severable. <br />h. The exclusive venue for any action brought to enforce this Agreement or any of its terms <br />shall be in Kittitas County, State of Washington. <br />County Chamber Agreement Page 2 <br />