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reasons unrelated to the quality of work, agreement on increases of rates, not <br />maintaining the required insurance coverage, not maintaining the required <br />professional licenses, creating conflict of interest as enumerated in Article L, <br />assigning the Agreement or overcharging; the CITY shall forthwith pay the <br />CONSULTANT in full for all work previously authorized and actually performed <br />prior to the Notice of Termination and actual costs incurred by the <br />CONSULTANT in orderly closing its activities. This payment shall be the sole <br />financial obligation or responsibility of the CITY for compensation hereunder in <br />the event of termination by either party in accordance with the provisions of this <br />paragraph. The Agreement shall continue in effect until a Notice of Termination <br />is given by either party as set forth above. Upon termination, the CONSULTANT <br />shall turn over to the CITY all deliverables completed or partially completed up to <br />the date of termination. The CITY shall indemnify and hold harmless the <br />CONSULTANT from any liabilities resulting from the use of the above referenced <br />deliverables without the prior written approval of the CONSULTANT. <br />N. VALIDITY SEVERABILITY AND REFORMATION <br />The validity, interpretation, construction, and effect of this Agreement shall be in <br />accordance with and be governed by the laws of the State of Florida. Any <br />provision or part thereof of this Agreement held to be void or unenforceable <br />under any law shall be deemed stricken, and all remaining provisions shall <br />continue to be valid and binding upon the parties. The parties agree that this <br />Agreement shall be reformed to replace such stricken provision or part thereof <br />with a valid and enforceable provision which comes as close as possible to <br />expressing the intention of the stricken provision. <br />O. ENTIRE AGREEMENT <br />This Agreement, including the exhibits hereto, constitutes the entire Agreement <br />between the parties. <br />P. CONTROLLING LAWS <br />This Contract shall be governed by the laws of the State of Florida. Any and all <br />legal action necessary to enforce the provisions of this Contract will be held in <br />Seminole County, Florida. <br />81 P a g e Casselberry f'rofoj Vettir,a 3 Developer Re,fuitment <br />