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the utmost in good faith in the performance of the Project Agreement and that there is just cause based upon the intervention of a circumstance unforeseeable at the execution of this Project Agreement. The Organization and County Planning, in writing, shall agree to any change in the time of completion and said writing shall be incorporated in written amendments to this Project Agreement signed by the Parties. PERSONNEL A. The Organization represents that it has or will secure at its own expense, all personnel required in performing the services under this Project Agreement. Such personnel shall not be employees of or have any contractual relationship with County Planning. B. All of the services required hereunder will be performed by the Organization or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. ASSIGNABILITY The Organization shall not assign any interest in this Project Agreement and shall not transfer any interest in the same (whether by assignment or notation), without the prior written consent of the County thereto. DEFAULT; TERMINATION OF AGREEMENT If the Organization breaches any of its representations under this Project Agreement or fails to perform any of its obligations at any time prior to the end of the Term or is in default under any other condition of this Project Agreement for a period of thirty (30) days after date of County Planning's written notice to the Organization, County Planning may, at its sole option, terminate this Project Agreement and will be under no further obligation to disburse any funds remaining under the Award. The Organization shall be required to return any funds that may have been advanced during the thirty (30) day period that the notice was issued. If the Project Agreement is terminated as a result of a default by the Organization, the Organization shall not be eligible to apply for a grant or loan under any subsequent round of the Program. TERMINATION FOR CONVENIENCE In addition to any other rights County Planning may have at law or under this Project Agreement with respect to cancellation or termination, County Planning may, without cause, terminate this Project Agreement in whole or in part, if County Planning determines that a termination is appropriate for its convenience. County Planning shall give the Organization at least thirty (30) days' notice in writing from County Planning to the Organization. INDEMNIFICATION The Organization and County Planning, as Ohio political subdivisions, do not indemnify any person or entity, and agree that no provision of this Project Agreement or any other agreement between County Planning and the Organization may be interpreted to obligate either to indemnify or defend the other or any other person or entity. Each party agrees to 6