L&J 23-01 Kittitas County Public Health

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Section 4. Termination. The County may, by written notice thereof to Agency, terminate this Agreement as to all or any portion of the Services not yet performed, whether or not Agency is in breach or default. Upon receiving such notice of termination, Agency 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 Agency's Services, the Agency is obligated and hereby agrees to refund to the County all monies paid for Services not yet rendered by the Agency, if any, as of the date of the notice of termination. Section 5. Miscellaneous. a. Agency shall not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the County's prior written consent. b. This Agreement embodies the entire Agreement between the County and Agency, 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 unless set forth in a written amendment to the Agreement signed by both parties. c. Notice for any purpose under this Agreement, except service of process, shall be given by the Agency to the Kittitas County Auditor, % Law & Justice Council 205 W. 5` Ave. Ste. 105, Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the County to the Agency shall be given to the Agency's address provided on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid, certified mail, return receipt requested. d. The section and paragraph headings of this Agreement are for reference convenience only and are not intended to restrict, affect or be of any weight in interpreting or construing the provisions of such sections or paragraphs. e. This Agreement may be executed in one or more counterparts and by facsimile, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Agency warrants to the County that the individual signing on Agency's behalf has the requisite power and authority to enter into and to perform Agency's obligations under this Agreement. Agency further warrants to the County that Agency has made no misrepresentation or misleading statement in connection with this Agreement, and is not in violation of any applicable law, ordinance, or regulation the consequence of which will or may materially affect Agency's ability to perform its obligations under this Agreement. g. If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect the other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. h. The exclusive venue for any action brought to enforce this Agreement or any of its terms shall be in Kittitas County, State of Washington.