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DocuSign Envelope ID:09FB8A3C-930440E2-8033-A5FF7CBA6067 <br /> E. Suspension or Termination <br /> i. Either Party may terminate this Agreement at any time by giving written notice to the <br /> other Parry of such termination and specifying the effective date thereof at least 30 <br /> days before the effective date of such termination. In the event of any termination for <br /> convenience, all unfinished documents, data, reports or other materials prepared by <br /> the Jackson Center pursuant to this Agreement shall, at the option of the County, <br /> become the property of the County, and the Jackson Center shall be entitled to receive <br /> just and equitable compensation for any satisfactory work completed on such <br /> documents or materials prior to the termination. <br /> ii. In the event that the Jackson Center shall cease to exist as an organization or shall <br /> enter bankruptcy proceedings or be declared insolvent, or liquidate all or substantially <br /> all of its assets during the term of this Agreement, or materially fails to comply with <br /> any term of this Agreement or with any of the rules, regulations, or provisions <br /> referred to herein, or in the event that the Jackson Center shall fail to render a <br /> satisfactory accounting as provided herein, then and in that event, the County may <br /> suspend or terminate that Agreement. <br /> F. Assignability <br /> Jackson Center shall not assign or transfer any interest in this Agreement without the prior <br /> written consent of the County thereto; provided, however, that claims for money due or to <br /> become due to the Jackson Center from the County under this Agreement may be assigned to a <br /> bank, trust company, or other financial institution without such approval. Prior notice of any <br /> such assignment or transfer shall be provided to the County. <br /> G. Conflict of Interest <br /> Jackson Center has no financial interest and shall not acquire any financial interest, direct or <br /> indirect, which would conflict in any manner or degree with the performance or provision of <br /> services required under this Agreement. Jackson Center further covenants that in the <br /> performance of this Agreement no person having such a financial interest or who will benefit <br /> from the funded activity shall be employed or retained by the Jackson Center hereunder. These <br /> conflict of interest provisions apply to any person who is an employee, agent, consultant or <br /> officer of the Jackson Center or elected or appointed official of the County, or those with whom <br /> they have business or immediate family ties. <br /> 7. Hold Harmless <br /> Jackson Center hereby agrees to defend,indemnify, and hold the County harmless against any <br /> claims or actions from damage, injury, or death relating to or arising out of the use of County <br /> funds or due to acts or omissions of the Jackson Center's employees, contractors, or agents in <br /> carrying out the work to be performed pursuant to this Agreement. <br /> 3 <br />