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limited to, the additional insured endorsement evidencing the Center's insurance requirements . <br />Certificates of insurance and policy endorsements shall be furnished and signed by a person <br />authorized by the respective insurance company to bind coverage on the insurance company's <br />behalf. <br />7. TNDE MNI F I ATION AND HOLD HARMLE <br />a. No liability shall attach to either party by reason of entering into this Agreement except as <br />expressly provided herein. <br />b. To the extent of its comparative liability, each party shall indemnify, defend and hold <br />harmless the other party, its departments, elected and appointed officials, agents, <br />employees, servants and representatives, from and against any and all claims, damages, <br />losses, expenses or suits, including reasonable attorney fees and costs, arising out of or <br />resulting from the activities or services undertaken by the Center in meeting its obligations <br />under this Agreement. <br />c . It is specifically agreed that the Center shall indemnify and hold harmless the County from <br />all obligations to payor withhold federal or state taxes or contributions on behalf of the <br />Center or the Center's employees. <br />8. ASSIGNMENT . <br />The Center shall not assign its performance under this Agreement or any portion of this Agreement <br />without the express written consent of the County, which consent must be sought in writing by the <br />Center not less than Thirty (30) days prior to the date of any proposed assignment. The County <br />reserves the right to reject without cause any such assignment. If such assignment is authorized by <br />the County, the assignment shall include appropriate safeguards against discrimination. The Center <br />shall take such action as may be required to ensure full compliance with all the above provisions <br />concerning nondiscrimination in employment and in receipt of services or benefits provided under <br />this Agreement. <br />9. MODIFICATIO N AND WAIVER. <br />a. This Agreement may be amended, superseded, cancelled, renewed or extended and the <br />terms hereof may be waived, only by a written consent signed by the parties or, in the case <br />of a waiver, by the party waiving compliance . <br />b. The parties agree that forgiveness of any delay or non-performance of any provision of this <br />Agreement, by any party in exercising any right, power or privilege under this Agreement, <br />does not constitute a waiver of the provisions of this Agreement. No whole or partial <br />waiver on the part of any party of any right, power or privilege under specific circumstances <br />shall operate or be construed as a future waiver of such right, power or privilege. <br />c. The rights and remedies herein provided are cumulative and are not exclusive of any rights <br />or remedies that any party may otherwise have at law or in equity, except where this <br />Agreement expressly provides otherwise . <br />d. Only the Board of Kittitas County Commissioners is authorized to agree to modifications on <br />behalf of the County. <br />Upper Kittitas County Senior Center Agreement 5