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LT-2026-004 ELLENSBURG DOWNTOWN ASSOCIATION-PLACES
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<br />_______2026 County Lodging Tax Funding Agreement Page 6
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<br />b.4. Contractor holds, or will obtain prior to commencing work under this Agreement,
<br />such licenses, permits and other authorizations from federal, state and local
<br />governmental authorities, or from any applicable industrial or professional certification
<br />or licensing bodies, as are necessary for the lawful performance of its obligations under
<br />this Agreement, and will maintain such throughout the term of this Agreement.
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<br />b.5. Contractor is not in violation of any applicable law, ordinance or regulation the
<br />consequence of which will or may materially affect Contractor's ability to perform its
<br />obligations under this Agreement. Contractor is not subject to any order or judgment of
<br />any court, tribunal or governmental agency which materially and adversely affects its
<br />operations or assets in the State of Washington, or its ability to perform its obligations
<br />under this Agreement.
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<br />b.6. Contractor is not presently debarred, suspended, proposed for debarment, declared
<br />ineligible or voluntarily excluded from covered transactions by any Federal or State
<br />department or agency.
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<br />b.7. None of the representations or warranties in this Agreement, and none of the
<br />documents, statements, certificates or schedules furnished by Contractor in connection
<br />with the performance of the obligations contemplated under this Agreement, contains or
<br />will contain any untrue statement of a material fact or omits or will omit a material fact
<br />necessary to make the statements of fact contained therein not misleading.
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<br />c. Waiver: The waiver of any default or breach of this Agreement, or the failure of a party to
<br />enforce any provision hereof or to exercise any right or privilege hereunder, shall not be
<br />deemed to waive any prior or subsequent default or breach, the enforcement of any provision
<br />hereof, or the exercise of any right or privilege hereunder, unless otherwise stated in a
<br />writing, signed by the parties hereto.
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<br />d. Ownership of Items Produced: All writings, programs, data, reports, films, recordings, or
<br />other materials prepared by Contractor and/or its consultants or subcontractors, in
<br />connection with the performance of this Agreement, shall be the sole and absolute property
<br />of the County. The County will have all rights of ownership therein, including but not limited
<br />to the right to use, copyright, trademark, and/or patent, and the ability to transfer any or all
<br />ownership rights.
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<br />e. Complete Agreement: This Agreement constitutes the entire agreement between the parties
<br />and supersedes any and all other agreements, understandings, negotiations and discussions,
<br />oral or written, express or implied, regarding the work to be performed hereunder. The
<br />parties agree that no other representations, inducements, promises, agreements, or
<br />warranties relating to this Agreement, oral or otherwise, have been made between the
<br />parties. Except as provided elsewhere in this Agreement, no modification or waiver of this
<br />Agreement shall be valid or binding unless in writing and signed by the parties.
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