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7. Conflict of Interest. Consultant agrees that it has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner with the performance of the services hereunder. Consultant further agrees that, in the performance of this Agreement, no person having any such interest shall be employed. 8. Termination . The obligation to provide further services under this Agreement may be terminated by either party upon written notice to the other party. In the event of any termination , Consultant will be paid for all services rendered to the date of such termination . 9. Ownership of Documents. All documents prepared in the performance of this Agreement shall be delivered to Client before final payment is made to Consultant. 10. Disclosure. Consultant warrants that it has not employed or retained any company or person , other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any person , company, corporation , individual , or firm , other than a bona fide employee working solely for the Consultant, any fee, commission , percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. Furthermore, Consultant warrants that none of its officers, directors, or agents are public officers or employees of Client's and that none of Client' s officers or employees own , either directly or indirectly an interest of five percent or more in Consultant' s company. 11 . Amendments . No amendments or modifications of this Agreement shall be valid unless in writing and signed by each of the parties to the Agreement. 12 . Severability. Any provision in this Agreement that is prohibited or unenforceable under state or federal law shall be ineffective to the extent of such prohibitions or unenforceability, without invalidating the remaining provisions hereof. 13 . Governing Law. The parties intend that this Agreement and the relationship of the parties shall be governed by the laws of the State of Florida. Venue for any action arising out of this Agreement shall be exclusively in Indian River County, Florida and nowhere else. 14. Notices. All notices under the Agreement shall be in writing and shall be effective when mailed by certified mail , return receipt requested , or when delivered personally , as provided hereafter, or to such other addresses as may be designated by notice: As to Client: As to Consultant: Bob Keating, Community Development Director James B. Duncan , President Indian River County James Duncan and Associates , Inc. 1840 25" Street 13276 Research Blvd . , Suite 208 Vero Beach , FL 32960 Austin , TX 78750 15. The COUNTY Project Manager shall have the sole right to reduce (or eliminate , in whole or in part) any portion of the services at any time and for any reason , upon written notice to Consultant specifying the nature and extent of the reduction . In such event, Consultant shall be fully compensated for the services already performed and also for the services remaining to be done and not reduced or eliminated . 16 . The COUNTY Project Manager may, at any time and for any reason , direct the Consultant to suspend services (in whole or in part) under this Agreement. Such direction shall be in writing , and shall specify the period during which services shall be stopped . The Consultant shall resume its Services upon the date specified , or upon such other date as the COUNTY Project Manager may thereafter specify in writing. Where the COUNTY has suspended the services under this Agreement for a period in excess of six (6) months, the compensation of Consultant for such suspended services may be subject to modification . The period during which the services are stopped by the COUNTY shall