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Where insurance is requested by the County, all liability insurance policies shall be endorsed <br />to include the County and City as Additional Insureds and shall stipulate that the insurance <br />afforded by the policies shall be primary insurance, and that any insurance, self-insured <br />retention, deductibles, or risk retention trusts maintained or participated in by the Parties <br />shall be excess and not contributory to any other insurance or self-insurance maintained by <br />the County or City. Contractor shall furnish the County a certificate of insurance with <br />Endorsement as evidence that the required policies are in full force and effect. <br />Section 8. Termination. <br />The County may, by written notice thereof to Contractor, terminate this Agreement as to all or any <br />portion of the Services not yet performed, whether or not Contractor is in breach or default. Upon <br />receiving such notice of termination, Contractor shall, except as otherwise directed by the County, <br />immediately stop performing the Services to the extent specified in the notice. In the event the <br />County terminates the Contractor's Services, the Contractor is obligated and hereby agrees to <br />refund to the County all monies paid for Services not yet rendered by the Contractor, if any, as of <br />the date of the notice of termination. <br />Section 9. Miscellaneous. <br />The City is not a party to this Agreement but is an intended third -party beneficiary of this <br />Agreement and to the extent set forth herein certain of its provisions are for the benefit of <br />the City and are enforceable by City in its own name and capacity as a Washington municipal <br />corporation. <br />b. Contractor shall not (by contract, operation of law or otherwise) assign this Agreement or <br />any right or interest in this Agreement without the County's prior written consent. <br />c. This Agreement embodies the entire Agreement between the County and Contractor, and <br />supersedes any and all prior oral or written communications, proposals, conditions, promises, <br />representations, or understandings regarding the Services. No change, amendment or <br />modification of any provision of this Agreement shall be valid unless set forth in a written <br />amendment to the Agreement signed by both parties. <br />d. Notice for any purpose under this Agreement, except service of process, shall be given by <br />the Contractor to the Kittitas County Commissioners and the Kittitas County Auditor, 205 W 5`h <br />Ave. Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the County <br />to the Contractor shall be given to the Contractor'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 prepaid, <br />certified mail, return receipt requested. <br />e. The section and paragraph headings of this Agreement are for reference convenience only <br />and are not intended to restrict, affect or be of any weight in interpreting or construing the <br />provisions of such sections or paragraphs. <br />f. This Agreement may be executed in one or more counterparts and by facsimile, each of <br />which will be deemed an original, but all of which together will constitute one and the same <br />instrument. <br />2017 County Lodging Tax Funding Agreement Page 5 <br />