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LT-2023-001-KVEC-l nternal Operations-2023 <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. ln 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 6. 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 />5th 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 willconstitute one and the same <br />instru ment. <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. lf any term or condition of this Agreement or the application thereof to any person(s) or <br />circumstances is held invalid, such invalidity shall not affect the other terms, conditions or <br />applications which can be given effect without the invalid term, condition or application. To <br />this end, the terms and conditions of this Agreement are declared severable. <br />h. The exclusive venue for any action brought to enforce this Agreement or any of its terms <br />t2 Cou nty Lod g i n g Tax Ag re e ment-l nte rnal Page 3