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T <br />or if the COUNCIL shall violate any of the covenants, <br />agreements, or stipulations of this contract, the COUNTY <br />shall thereupon have the right to terminate this contract <br />by giving written notice to the COUiCIL of such termination <br />and specifying the effective date thereof. In that event, <br />all items or inaterials furnished by the COUNTY and any <br />finished or unfinished reports, notes, or field data <br />prepared by the COUNCIL shall immediately be delivered to <br />a place designated by the COUNTY, and the COUNCIL shall be <br />entitled to receive just and equitable compensation for any <br />satisfactory work or services completed. <br />Notwithstanding the above, the COUNCIL shall not be relieved <br />of liability to the COUNTY for damages sustained by the COUNTY <br />by virtue of any breach of the contract by the COUNCIL, and <br />the COUNTY may withhold any payments.to the COUNCIL for the <br />purpose of setoff until such time as the exact alimount of <br />damage due the COUNTY is determined. <br />7. RIGHT OF DECISIONS. <br />All services performed by the COUNCIL to the reasonable satisfaction of <br />the COUNTY or its designated representative who shall decide all questions, <br />difficulties, and disputes of whatever,nature which may arise under or by reason <br />of the agreement, the prosecution and fulfillment of the services hereunder and <br />the character, quality, amount and value thereof. This section shall not preclude <br />any party from seeking relief by an appropriate court proceeding. <br />E. DISCLAIMER OF LIABILITY. <br />The COUNCIL hereby agrees to indemnify, defend, save, and hold harmless <br />the COUNTY from all claims, demands, liabilities, and suits of any nature 1.,111atsoever <br />arising out of, or due to, any act or occurrence of omission or commission of the <br />COUNCIL, its agents, or employees in regi•rd to the COUNCIL'S perfor. nce under <br />this contract to the extent permitted by Florida law. <br />9. CONFLICT OF INTEREST. <br />The COUNCIL covenants that it presently has no interest and shall not <br />r,ct, t,,nich ktould conflict in any manner or <br />acquire any interest, direct or indi <br />DEC 171980 <br />BOOK 45 PAGE 511 <br />