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LT-2025-001 CLE ELUM ROUNDUP ASSOCIATION <br />_______2025 County Lodging Tax Funding Agreement Page 5 <br />Section 7. 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 refund <br />to the County all monies paid for Services not yet rendered by the Contractor, if any, as of the date <br />of the notice of termination. <br />Section 8. Miscellaneous. <br />a.The other constituent members of the Consolidated Lodging Tax Committee (Cities of Roslyn, <br />Cle Elum, and Ellensburg) are not direct parties to this Agreement but are intended third-party <br />beneficiaries of this Agreement and to the extent set forth herein certain of its provisions are <br />for the benefit of these Cities and are enforceable by these Cities in their own names <br />(collectively and/or individually) and in their capacities as Washington municipal <br />corporation(s). <br />b.Contractor shall not (by contract, operation of law or otherwise) assign this Agreement or any <br />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 the <br />Contractor to the Kittitas County Commissioners and the Kittitas County Auditor, 205 W 5th Ave. <br />Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the County to the <br />Contractor shall be given to the Contractor’s address provided on the signature page. Notice <br />may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid, certified <br />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 by facsimile, each of which will <br />be deemed an original, but all of which together will constitute one and the same instrument.