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LT-2020-025-LEAGUE OF WOMEN retention,deductibles,or risk retention trusts maintained or participated in by the Parties shall be excess and not contributory to any other insurance maintained by the County. Contractor shall furnish the County a certificate of insurance with Endorsement as evidence that the required policies are in full force and effect. Section 8.Termination. The County may,by written notice thereof to Contractor,terminate this Agreement as to all or any portion of the Services not yet performed,whether or not Contractor is in breach or default.Upon receiving such notice of termination,Contractor shall,except as otherwise directed by the County, immediately stop performing the Services to the extent specified in the notice.In the event the County terminates the Contractor's Services,the Contractor is obligated and hereby agrees to refund to the County all monies paid for Services not yet rendered by the Contractor,if any,as of the date of the notice of termination. Section 9.Miscellaneous. a.Contractor shall not (by contract,operation of law or otherwise)assign this Agreement or any right or interest in this Agreement without the County's prior written consent. b.This Agreement embodies the entire Agreement between the County and Contractor,and supersedes any and all prior oral or written communications,proposals,conditions,promises, representations,or understandings regarding the Services.No change,amendment or modification of any provision of this Agreement shall be valid unless set forth in a written amendment to the Agreement signed by both parties. c.Notice for any purpose under this Agreement,except service of process,shall be given by the Contractor to the Kittitas County Commissioners and the Kittitas County Auditor,205 W. 5th Ave.Ste.108,Ellensburg,WA 98926.For all purposes under this Agreement,any notice by the County to the Contractor shall be given to the Contractor's address provided on the signature page.Notice may be given by delivery or by depositing in the U.S.Mail,first class, postage prepaid,certified mail,return receipt requested. d.The section and paragraph headings of this Agreement are for reference convenience only and are not intended to restrict,affect or be of any weight in interpreting or construing the provisions of such sections or paragraphs. e.This Agreement may be executed in one or more counterparts and by facsimile,each of which will be deemed an original,but all of which together will constitute one and the same instrument. f.Contractor warrants to the County that the individual signing on Contractor's behalf has the requisite power and authority to enter into and to perform Contractor's obligations under this Agreement.Contractor further warrants to the County that Contractor has made no misrepresentation or misleading statement in connection with this Agreement,and is not in 2020 County Lodging Tax Funding Agreement Page 5