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e.Where insurance is requested by the County,all liability insurance policies shall be endorsed toincludetheCountyasanAdditionalInsuredandshallstipulatethattheinsuranceaffordedbythepoliciesshallbeprimaryinsurance,and that any insurance,self-insured retention,deductibles,orriskretentiontrustsmaintainedorparticipatedinbythePartiesshallbeexcessandnotcontributory <br />to any other insurance maintained by the County.Agency shall furnish the County a certificate ofinsurancewithEndorsementasevidencethattherequiredpoliciesareinfullforceandeffect. <br />Section 8.Termination. <br />The County may,by written notice thereof to Agency,terminate this Agreement as to all or any podion oftheServicesnotyetperformed,whether or not Agency is in breach or default.Upon receiving such noticeoftermination,Agency shall,except as otherwise directed by the County,immediately stop performing theServicestotheextentspecifiedinthenotice.In the event the County terminates the Agency's Services,the Agency is obligated and hereby agrees to refund to the County all monies paid for Services not yetrenderedbytheAgency,if any,as of the date of the notice of termination. <br />Section 9.Misce11aneous, <br />a.Agency shall not (by contract,operation of law or otherwise)assign this Agreement or any right orinterestinthisAgreementwithouttheCounty's prior written consent. <br />b.This Agreement embodies the entire Agreement between the County and Agency,and supersedesanyandallpriororalorwrittencommunications,proposals,conditions,promises,representations,orunderstandingsregardingtheServices.No change,amendment or modification of any provision ofthisAgreementshallbevalidunlesssetforthinawrittenamendmenttotheAgreementsignedbybothparties. <br />c.Notice for any purpose under this Agreement,except service of process,shall be given by theAgencytotheKittitasCountyAuditor,%Law &Justice Council 205 W.5th Ave.Ste.105,Ellensburg,WA 98926.For all purposes under this Agreement,any notice by the County to the Agency shall begiventotheAgency's address provided on the signature page.Notice may be given by delivery or bydepositingintheU.S.Mail,first class,postage prepaid,certified mail,return receipt requested. <br />d.The section and paragraph headings of this Agreement are for reference convenience only and arenotintendedtorestrict,affect or be of any weight in interpreting or construing the provisions of suchsectionsorparagraphs. <br />e.This Agreement may be executed in one or more counterparts and by facsimile,each of which willbedeemedanoriginal,but all of which together will constitute one and the same instrument. <br />f.Agency warrants to the County that the individual signing on Agency's behalf has the requisite powerandauthoritytoenterintoandtoperformAgency's obligations under this Agreement.AgencyfurtherwarrantstotheCountythatAgencyhasmadenomisrepresentationormisleadingstatement <br />in connection with this Agreement,and is not in violation of any applicable law,ordinance,orregulationtheconsequenceofwhichwillormaymateriallyaffectAgency's ability to perform itsobligationsunderthisAgreement. <br />g.If any term or condition of this Agreement or the application thereof to any person(s)or circumstances <br />is held invalid,such invalidity shall not affect the other terms,conditions or applications which can begiveneffectwithouttheinvalidterm,condition or application.To this end,the terms and conditions ofthisAgreementaredeclaredseverable. <br />2021 Law &Justice Council Funding Agreement Page 4