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the Agency is obligated and hereby agrees to refund to the County all monies paid for Services not yet <br />rendered by the Agency, if any, as of the date of the notice of termination. <br />Section 5. Miscellaneous. <br />a. Agency shall not (by contract, operation of law or othenrvise) assign this Agreement or any right or <br />interest in this Agreement without the County's prior written consent. <br />b. This Agreement embodies the entire Agreement between the County and Agency, and supersedes <br />any and all prior oral or written communications, proposals, conditions, promises, representations, or <br />understandings regarding the Services. No change, amendment or modification of any provision of <br />this Agreement shall be valid unless set forth in a written amendment to the Agreement signed by <br />both parties. <br />c. Notice for any purpose under this Agreement, except service of process, shall be given by the <br />Agency to the Kittitas County Auditor, o/o Law & Justice Council 205 W. Sth Ave. Ste. 105, Ellensburg, <br />WA 98926. For all purposes under this Agreement, any notice by the County to the Agency shall be <br />given to the Agency's address provided on the signature page. Notice may be given by delivery or by <br />depositing in the U.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 are <br />not intended to restrict, affect or be of any weight in interpreting or construing the provisions of such <br />sections or paragraphs. <br />e. This Agreement may be executed in one or more counterparts and by facsimile, each of which will <br />be deemed an original, 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 power <br />and authority to enter into and to perform Agency's obligations under this Agreement. Agency <br />further warrants to the County that Agency has made no misrepresentation or misleading statement <br />in connection with this Agreement, and is not in violation of any applicable law, ordinance, or <br />regulation the consequence of which will or may materially affect Agency's ability to perform its <br />obligations under this Agreement. <br />g. lf 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 be <br />given effect without the invalid term, condition or application. To this end, the terms and conditions of <br />this Agreement are declared severable. <br />h. The exclusive venue for any action brought to enforce this Agreement or'any of its terms shall be in <br />Kittitas County, State of Washington. <br />32025 Law & Justice Council Funding Agreement