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RIVER COUNTY, FL. In the event of any litigation arising out of this Contract, the prevailing party shall be entitled to recover from the non -prevailing party reasonable costs and attorney's fees. 13. Amendments: No Amendments or variation of the terms or conditions of this Contract shall be valid unless in writing and signed by the parties. 14. Payments: County shall make payment within thirty (30) days of the County's receipt of an invoice from the Contractor, unless the County notifies Contractor in writing of its objection to the amount of such invoice, together with County's determination of the proper amount of such invoice. The Parties shall undertake to resolve any disputed portion of such invoice within such thirty (30) day period. If after thirty (30) days there is no resolution between the parties, the County's determination shall be final. 15. Contractor's Representations: In order to induce County to enter into the Contract Contractor makes the following representations: Contractor has demonstrated knowledge and experiences in the performing executive searches for key personnel for local governments. 16. Indemnity: To the extent permitted by law, the Contractor shall indemnify and hold harmless the County, its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor and any persons employed or utilized by Contractor in the performance of this Contract. 17. Invalid Provision: The invalidity or unenforceability of any particular provision of this Contract shall not affect the other provisions hereof, and the Contract shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 18. Proiect Records: The Contractor shall maintain auditable records concerning the procurement adequate to account for all receipts and expenditures, and to document compliance with the specifications. These records shall be kept in accordance with generally accepted accounting principles, and the County reserves the right to determine the record-keeping method in the event of non -conformity. These records shall be maintained for five (5) years after final payment has been made, and shall be readily available to County personnel with reasonable notice, and to other persons in accordance with the Florida Public Disclosure Statutes. 19. Public Records: The Contractor shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Contractor in conjunction with this Agreement. Specifically, the Contractor shall: a. Keep and maintain public records required by the County to perform the service. b. Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Section 119 Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. Page 4 of 7 S:/ATTY/AGREEMNT/Coen Baenziger & Associates - 22