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LT-2025.002 CLE ELUM DOWNTOWN ASSOCIATION <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,2O5 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 Contracto/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. <br />g. 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 may <br />materially affect Contractor's ability to perform its obligations under this Agreement. <br />h. 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 this <br />end, the terms and conditions of this Agreement are declared severable. <br />i. The exclusive venue for any action brought to enforce this Agreement or any of its terms shall <br />be in Kittitas County, State of Washington. <br />_2025 County Lodging Tax Funding Agreement Page 6