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Court of the State of Washington in and for the County of Kittitas . This Agreement shall be governed by the laws of the State of Washington. XIII. FRIENDS COMMITMENTS, WARRANTIES AND REPRESENTATIONS Friends represents and warrants to the County as follows: 1. Friends has the authority to execute this Agreement as a nonprofit organization, to make the representations and warranties set forth in it and to perform the obligations of Friends under this Agreement in accordance with its terms. 2 . This Agreement has been validly executed by an authorized representative of Friends and constitutes a valid and legally binding and enforceable obligation of Friends. 3 . Friends has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal , state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 4. Friends are not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Friends' ability to perform its obligations under this Agreement. Friends are not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. XIV. CONFIDENTIALITY Friends and its agents shall maintain the confidentiality of all information provided by the County or acquired by Friends in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Friends shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Friends shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense , including, but not limited to settlements, judgments, setoffs, attorney 's fees and costs resulting from Friends ' breach of this provision. XV. INSURANCE Friends shall, at all times during the term of the Agreement, at Friends own cost and expense, buy and maintain insurance sufficient enough to cover its employees, agents, volunteers and officials. Friends hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Friends ' insurance policies required above shall be primary insurance and shall be non- contributing with any other insurance maintained by Kittitas County. XVI. NOTICE Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of ~rocess, notice sh a ll be gi ven b ~ ~ri e nd s t o the d epa:~e nt b ead o f the d~Rartme n t ~or who m erVlces are rendered and to t he KHtl tas Coun ly C ommlsslO ne rs 2 0 5 We t 5 Ave., SUit e Professional Services Contract between Kittitas County & Friends of the Kittitas County Fairgrounds Foundation Page 5 of 8