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23 30. Time is of the Essence. Time is of the essence with respect to all provisions of this Agreement that specify a time for performance, including the services as described in Exhibits attached hereto; provided, however, that the foregoing shall not be construed to limit a Party s grace period allowed in the Agreement. 31. Dispute Resolution. Disputes shall be resolved in accordance with and of the Manatee County Code. Any dispute resolution constituting a material change in this Agreement will not be final until an Amendment to this Agreement has been approved and executed by County Purchasing Official. If such dispute involves the percentage of the work completed by the Contractor, County shall, as promptly and reasonably as possible after resolution of such dispute, forward payment to the Contractor of any amount determined to be due and owing. 32. Entire Agreement/Amendment. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior negotiations, representations or Agreements either oral or written. It may not be modified except by a written Amendment signed by the Parties. 33. Attorney s Fees. In the event of any litigation arising under the terms of this Agreement, each Party shall be responsible for their own attorney s fees, including appellate fees, regardless of the outcome of the litigation. 34. Public Records Act Compliance. Pursuant to Florida Statutes , to the extent Contractor is performing services on behalf of the County, Contractor shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform the service. b. Provide the public with access to public records on the same terms and conditions that County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes Chapter 119 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. d. Meet all requirements for retaining public records and transfer, at no cost, to County all public records in possession of Contractor upon termination of this Agreement and Final 3/3/15 Page 20

24 destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to County in a format that is compatible with County s information technology systems. 35. Authority to Execute. Each of the Parties hereto covenants to the other Party that it has lawful authority to enter into this Agreement and has authorized the execution of this Agreement by the Party s authorized representative. 36. No Conflict. By accepting award of this Agreement, Contractor, which shall include its directors, officers and employees, represents that it presently has no interest in and shall acquire no interest in any business or activity which would conflict in any manner with the performance of duties or services required hereunder. 37. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto, and no right, privilege, or cause of action shall by reason hereof accrue upon, to, or for the benefit of any third party. Nothing in this Agreement is intended or shall be construed to confer upon or give any person, corporation, partnership, trust, private entity, County, or other governmental entity any right, privilege, remedy, or claim under or by reason of this Agreement or any provisions or conditions hereof. 38. Public Entity Crimes. Contractor has been made aware of the Florida Public Entity Crimes Act , Florida Statutes, specifically section 2(a) and County s requirements that Contractor comply with it in all respects prior to and during the term of this Agreement. 39. Non-Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, creed, national origin, disability or age, and will take affirmative action to insure that all employees and applicants are afforded equal employment opportunities without discrimination because of race, color or national origin. Such action will be taken with reference to, but shall not be limited to, recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination, rates of training or retraining (including apprenticeship and on-the-job training). Final 3/3/15 Page 21

25 No person in the United States shall, on the grounds of race, color or national origin be excluded from participation in, be denied the proceeds of, or be subject to discrimination in the performance of this Agreement. 40. Independent Contractor Status and Compliance with the Immigration Reform and Control Act. Contractor is and shall remain an independent contractor and is neither agent, employee, partner, nor joint venturer of County. Contractor acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 located at 8 U.S.C. 1324, et. seq, and regulations relating thereto, as either may be amended from time to time. Failure to comply with the above provisions shall be considered a material breach of the Agreement. 41. Financial Records/Audit. Contractor shall maintain records of all its financial transactions, including all expenses and disbursements, which relate to this Agreement. Such records shall be kept in accordance with Contractor s ordinary course of business practices or for a period of five (5) years after final payment to Contractor, whichever is longer, and each transaction shall be documented. Such records shall be made available to County for inspection or audit, upon request. Any such inspection shall be conducted at Contractor s principal place of business during normal business hours and shall occur at County s sole expense. 42. Travel Reimbursement. Contractor shall travel written request of the County will be reimbursed in accordance with the limitations provided in Florida Statute Total not to exceed the amount of $45, Final 3/3/15 Page 22

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