Resolution_PF Agreement 2021_CenterFuse

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Section 7.Insurance and Endorsements. a.The County may require through a request in writing that the Funding Recipient provide the County with a cedificate,binder,or policy of liability insurance, acceptable to the County in an amount specified by the County. b.Such liability insurance shall be such as will protect Funding Recipient,its employees,agents and representatives,from all claims,losses,harm,costs, liabilities,damages and expenses arising out of personal injury (including death)or property damage that may result from performance of the Services or this Agreement,whether such performance is by Funding Recipient or any of its employees,agents or representatives. c.Should the County require such liability insurance,the Funding Recipient agrees to provide proof of insurance prior to commencing performance of this Agreement. d.Copies of the County's written request and the insurance documents provided by Funding Recipient shall be attached to this Agreement and by this reference will be made part hereof. e.Where insurance is requested by the County,all liability insurance policies shall be endorsed to include the County as an Additional Insured and shall stipulate that the insurance afforded by the policies shall be primary insurance,and that any insurance,self-insured retention,deductibles,or risk retention trusts maintained or padicipated in by the Parties shall be excess and not contributory to any other insurance maintained by the County.Funding Recipient shall furnish the County a certificate of insurance with Endorsement as evidence that the required policies are in full force and effect. Section 8.Termination. The County may,by written notice thereof to Funding Recipient,terminate this Agreement as to all or any portion of the Services not yet performed,whether or not Funding Recipient 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 to the extent specified in the notice.In the event the County terminates the Funding Recipient's Services,the Funding Recipient is obligated and hereby agrees to refund to the County all monies paid for Services not yet rendered by the Funding Recipient,if any,as of the date of the notice of termination. Section 9.Miscellaneous. a.Funding Recipient shall not (by contract,operation of law or otherwise)assign thisAgreernentoranyrightorinterestinthisAgreementwithouttheCounty's prior written consent. b.This Agreement embodies the entire Agreement between the County and Funding Recipient,and supersedes any and all prior oral or written communications,proposals, conditions,promises,representations,or understandings regarding the Services.No change,amendment or modification of any provision of this Agreement shall be valid Distressed County Sales and Use Tax Infrastructure improvement Program Funding Agreement Page 5