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XIIL FRIENDS COMMITMENTS,WARRANTIES AND REPRESENTATIONS <br />Friends represents and warrants to the County as follows: <br />1.Friends has the authority to execute this Agreement as a nonprofit organization,to make <br />the representations and warranties set forth in it and to perform the obligations of <br />Friends under this Agreement in accordance with its terms. <br />2.This Agreement has been validly executed by an authorized representative of Friends <br />and constitutes a valid and legally binding and enforceable obligationof Friends. <br />3.Friends has or will obtain prior to the commencement date such licenses,permits and <br />other authorizations from federal,state,and other governmental authorities,as are <br />necessary for the performance of its obligations under this Agreement. <br />4.Friends are not in violation of any applicable law,ordinance,or regulation the <br />consequence of which will or may materially affect Friends'ability to perform its <br />obligations under this Agreement.Friends are not subject to any order or judgmentof <br />any court,tribunal or governmental agency which materially and adversely affects its <br />operations or assets in the State of Washington,or its ability to perform its obligations <br />under this Agreement. <br />XIV.CONFIDENTIALITY <br />Friends and its agents shall maintain the confidentiality of all information provided by the <br />County or acquired by Friends in performance of this Agreement,except upon the prior written <br />consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having <br />acquired jurisdiction over the County.Friends shall immediately give to the County notice of <br />any judicial proceedings seeking disclosure of such information.Friends shall indemnify and <br />hold harmless the County,its officials,agents or employees from all loss or expense,including, <br />but not limited to settlements,judgments,setoffs,attorney's fees and costs resulting from <br />Friends'breach of this provision. <br />XV.INSURANCE <br />Friends shall,at all times during the term of the Agreement,at Friends own cost and expense, <br />buy and maintain insurance sufficient enough to cover its employees,agents,volunteers and <br />officials.Friends hereby waives all rights of recourse,including any right to which another may <br />be subrogated,against Kittitas County for personal injury,including death,and property <br />damage.Friends'insurance policies required above shall be primary insurance and shall be non- <br />contributing with any other insurance maintained by Kittitas County. <br />XVI NOTICE <br />Except as set forth elsewhere in the Agreement,for all purposes under this Agreement,except <br />service of process,notice shall be given by Friends to the department head of the department <br />for whom services are rendered and to the Kittitas County Commissioners 205 West 5th Ave., <br />Suite 108,Ellensburg,WA 98926.Notice to Friends for all purposes under this Agreement <br />shall be given to the address reflected on the signature page.Notice may be given by delivery or <br />by depositing in the U.S.Mail,first class,postage prepaid.