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(c) <br /> <br />(d) <br /> <br />(e) <br /> <br />The contractor's/subcontractor's insurance coverage shall <br />be primary (i.e., pay first) as respects to any insurance, self- <br />insurance, or self-retention maintained by the State or the <br />County and that any insurance, self-insurance, or self- <br />retention maintained by the State and the County shall be in <br />excess of the contractor's/subcontractor's insurance and <br />shall not contribute with it. <br />The legal defense provided to the State and the County <br />under the policy and any endorsements must be free of any <br />conflicts of interest, even if retention of separate legal <br />counsel for the State or the County is necessary. <br />Cross liability/severability of interest for all policies and <br />endorsements. <br /> <br /> 8. BREACH. Violation of any provision of this agreement by the County <br />constitutes breach of this agreement. At the discretion of the Secretary, a breach <br />obligates the County to reimburse the Commission for all funds paid to the County for <br />the Project. A breach, however, will not remove the County's obligation to indemnify <br />the State for claims, all costs, expenses, and attorney's fees against the State that may <br />result from or arise out of this agreement. At the discretion of the Secretary, breach of <br />this agreement will also relieve the Commission of all obligations under this agreement. <br /> <br /> 9. AGREEMENT BECOMES VOID. This agreement is void if not signed <br />and returned by the County within 60 days of the Secretary's signature. <br /> <br /> 10. TERM. This agreement terminates on June 30, 2005, unless extended in <br />writing and signed by all parties. <br /> <br />11. TERMINATION. <br /> <br />a. This agreement may be terminated by mutual consent of both parties. <br /> <br />bo <br /> <br />The Commission may terminate this agreement effective upon delivery of <br />written notice to the County, or a later date as may be stated in the notice, <br />under any of the following conditions: <br />(1) If an emergency exists; <br />(2) If funding from federal, state, or other sources is not obtained and <br /> continued at levels sufficient to provide the funds agreed upon for <br /> the services or supplies in the indicated quantities or term. <br />(3) If federal or state laws or rules are modified or interpreted in a way <br /> that the services are no longer allowable or appropriate for <br /> purchase under this agreement or are no longer eligible for the <br /> funding proposed for payments authorized by this agreement; <br />(4) If any license, permit or certificate required by law, rule, or this <br /> agreement is not obtained, denied, revoked, suspended, or not <br /> renewed; <br /> <br />6 <br /> <br /> <br />