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shall be excess and not contributory to any other insurance maintained by the County. <br />Contractor shall furnish the County a certificate of insurance with Endorsement as evidence <br />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 />a.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 />b.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 />c.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. <br />5'"Ave.Ste.108,Ellensburg,WA 98926.For all purposes under this Agreement,any notice by <br />the County to the Contractor shall be given to the Contractor's address provided on the <br />signature page.Notice may be given by delivery or by depositing in the U.S.Mail,first class, <br />postage prepaid,certified mail,return receipt requested. <br />d.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 />e.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 />f.Contractor warrants to the County that the individual signing on Contractor's behalf has the <br />requisite power and authority to enter into and to perform Contractor's obligations under <br />this Agreement.Contractor further warrants to the County that Contractor has made no <br />misrepresentation or misleading statement in connection with this Agreement,and is not in <br />violation of any applicable law,ordinance,or regulation the consequence of which will or <br />may materially affect Contractor's ability to perform its obligations under this Agreement. <br />g.If any term or condition of this Agreement or the application thereof to any person(s)or <br />2017 County Lodging Tax Funding Agreement Page 5