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the COUNCIL, and the COUNTY may withhold any payments to the COUNCIL for the purpose of setoff until such time as the exact amount of damage due the COUNTY is determined. 7. RIGHT OF DECISIONS: All services performed by the COUNCIL to the reasonable satisfaction of the COUNTY or its designated representative, who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of the Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof. This section shall not preclude any party from seeking relief by an appropriate court proceeding. 8. DISCLAIMER OF LIABILITY: The COUNCIL hereby agrees to indemnify, defend, save, and hold harmless the COUNTY from all claims,demands, liabilities, and suits of any nature whatsoever arising out of, or due to any act or occurrence of omission or commission of the COUNCIL its agents, or employees in regard to the COUNCIL'S performance under this Contract to the extent permitted by Florida law. 9. The COUNCIL covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the per- formance of services required to be performed under this Contract. The COUNCIL further covenants that in the per- formance of this Contract no person having any such interest shall be employed. 10. SUBLETTING: A. The COUNCIL shall not sublet,assign or transfer any work under this AGREEMENT without the written consent of the COUNTY. When applicable, and upon receipt of such consent in writing, the COUNCIL shall cause the names of the firms responsible for such portions of the work to appear on such work. B. The COUNCIL agrees to notify the COUNTY of all subcontracts no less than ten (10) days prior -4- AUG 81979 BOOK 41 �AcE 3 &90j