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Section 7.Insurance and Endorsements, <br />a.The County may require through a request in writing that the Funding RecipientprovidetheCountywithacertificate,binder,or policy of liability insurance,acceptable to the County in an amount specified by the County. <br />b.Such liability insurance shall be such as will protect Funding Recipient,itsemployees,agents and representatives,from all claims,losses,harm,costs,liabilities,damages and expenses arising out of personal injury (including death)orpropertydamagethatmayresultfromperformanceoftheServicesorthisAgreement,whether such performance is by Funding Recipient or any of itsemployees,agents or representatives. <br />c.Should the County require such liability insurance,the Funding Recipient agrees toprovideproofofinsurancepriortocommencingperformanceofthisAgreement. <br />d.Copies of the County's written request and the insurance documents provided byFundingRecipientshallbeattachedtothisAgreementandbythisreferencewillbemadeparthereof. <br />e.Where insurance is requested by the County,all liability insurance policies shall beendorsedtoincludetheCountyasanAdditionalInsuredandshallstipulatethattheinsuranceaffordedbythepoliciesshallbeprimaryinsurance,and that anyinsurance,self-insured retention,deductibles,or risk retention trusts maintained orpadicipatedinbythePartiesshallbeexcessandnotcontributorytoanyotherinsurancemaintainedbytheCounty.Funding Recipient shall furnish the County acedificateofinsurancewithEndorsementasevidencethattherequiredpoliciesare <br />in full force and effect. <br />Section 8.Termination. <br />The County may,by written notice thereof to Funding Recipient,terminate this Agreement <br />as to all or any portion of the Services not yet performed,whether or not Funding Recipient <br />is in breach or default.Upon receiving such notice of termination,Funding Recipient shall,except as otherwise directed by the County,immediately stop performing the Services totheextentspecifiedinthenotice.In the event the County terminates the FundingRecipient's Services,the Funding Recipient is obligated and hereby agrees to refund to theCountyallmoniespaidforServicesnotyetrenderedbytheFundingRecipient,if any,as ofthedateofthenoticeoftermination. <br />Section 9.Miscellaneous. <br />a.Funding Recipient shall not (by contract,operation of law or otherwise)assign thisAgreementoranyrightorinterestinthisAgreementwithouttheCounty's priorwrittenconsent. <br />b.This Agreement embodies the entire Agreement between the County and FundingRecipient,and supersedes any and all prior oral or written communications,proposals,conditions,promises,representations,or understandings regarding the Services.Nochange,amendment or modification of any provision of this Agreement shall be valid <br />Distressed County Sales and Use Tax Infrastructure Improvement Program Funding Agreement <br />Page 5