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performance of this Agreement, except: 1) as provided below, 2) upon the prior written <br />consent of the Kittitas County Prosecuting Attorney; or 3) upon an order entered by a court <br />after having acquired jurisdiction over the County. Contractor shall immediately give to the <br />County notice of any judicial proceedings seeking disclosure of such information. <br />Contractor shall indemnify and hold harmless the County, its Additional Insured's, officials, <br />agents or employees from all loss or expense, including, but not limited to settlements , <br />judgments , setoffs, attorneys' fees and costs resulting from Contractor's breach of this <br />provision. <br />26. Notice: <br />Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, <br />except service of process, notice shall be given by the Contractor to the department head <br />of the department for whom services are rendered, and to the Kittitas County <br />Commissioners, 205 W 5th Ave, Suite 108 , Ellensburg , WA 98926. Notice to the <br />Contractor for all purposes under this Agreement shall be given to the address reflected on <br />the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first <br />class, postage prepaid . <br />27. Seve rab ili ty : <br />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 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 />28. Miscellaneous: <br />28.1 The County's failure or delay to insist upon strict performance of any of the <br />provisions of this Agreement or to exercise any rights or remedies under this <br />Agreement shall not be construed as a waiver or relinquishment to any <br />extent of its right to assert or rely upon any such provisions, rights or <br />remedies in that or any other instance; rather the same shall be and remain <br />in full force and effect. <br />28.2 This Agreement embodies the entire Agreement between the County and <br />Contractor, and supersedes any and all prior agreements, regarding the <br />Work. No change, amendment or modification of any provisions of this <br />Agreement shall be valid unless set forth in a written instrument signed by <br />the party to be bound thereby . <br />28.3 The rights and remedies of the County set forth in any provision of this <br />Agreement are in addition to and do not in any way limit any other rights of <br />remedies afforded to the County by any other provisions of this Agreement, <br />by any of Contractor's Support or by law. <br />28.4 The headings of sections and paragraphs of this Agreement are for <br />convenience of reference only and are not intended to restrict, affect or be <br />of any weight in the interpretation or construction of the provisions of such <br />sections or paragraphs. <br />Professional Services Agreement <br />Page 10