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$ectign 9. fi4iscellaneous. <br />a. Funding Recipient shall not (by contract, operation of law or othenrvise) assign this <br />Agreement or any right or interest in this Agreement without the County's prior <br />written consent. <br />b. This Agreement embodies the entire Agreement between the County and Funding <br />Recipient, and supersedes any and all prior oral or written communications, proposals, <br />conditions, promises, representations, or understandings regarding the Services. No <br />change, amendment or modification of any provision of this Agreement shall be valid <br />unless set forth in a written amendment to the Agreement signed by both parties. <br />c. Notice for any purpose under this Agreement, except service of process, shall be <br />given by the Funding Recipient to the Kittitas County Commissioners and the Kittitas <br />County Public Vl/orks Director, 411 North Ruby, Suite 1, Ellensburg, WA 98926. For all <br />puposes under this Agreement, any notice by the County to the Funding Recipient <br />shall be given to the Funding Recipient's address provided on the signature page. <br />Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage <br />prepaid, certified mail, retum receipt requested. <br />d. The section and paragraph headings of this Agreement are for reference <br />convenience only and are not intended to restrict, affect or be of any weight in <br />interpreting or construing the provisions of such sections or paragraphs. <br />e, This Agreement may be executed in one or more counterparts and by facsimile, <br />each of which will be deemed an original, but all of which together will constitute one <br />and the same instrument. <br />f. Funding Recipient warrants to the County that the individual signing on Funding <br />Recipient's behalf has the requisite power and authority to enter into and to perform <br />Funding Recipient's obligations under this Agreement. Funding Recipient further <br />wanants to the County that Funding Recipient has made no misrepresentation or <br />misleading stratement in connection with this Agreement, and is not in violation of any <br />applicable law, ordinance, or regulation the consequenoe of which will or may <br />materially affect Funding Recipient's ability to perform its obligations under this <br />Agreement. <br />I. lf any term or condition of this Agreement or the applicatidn thereof to any person(s) or <br />circumstiances is held invalid, such irrvalidity shall not affecl the other terms, conditionsor applications which can be given effect without the invalid term, condition or <br />application. To this end, the terms and conditions of this Agreement are declared <br />severable. <br />h. The exclusive venue for any action brought to enforce this Agreement or any of its <br />terms shall be in Kittitas County, State of Washington, <br />Dlstressed County tules and lJse Tox lnfrastructure tmprovement Program Fundlng Ogrtt%1fr:" ,