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and all papers pertaining to any activities performed for or on behalf of COUNTY are public records available for inspection by any person even if the file or paper resides in CONTRACTOR' s office or facility. CONTRACTOR shall maintain the files and papers for not less than three (3 ) complete calendar years after the project has been completed or terminated, or in accordance with federal requirements, whichever is longer. Prior to the closeout of the Agreement, CONTRACTOR shall appoint a records custodian to handle any records request and provide the custodian' s name and telephone number(s) to the user COUNTY department. 5 . 8 Right to Audit. COUNTY reserves the right to require CONTRACTOR to submit to an audit by any auditor of COUNTY ' s choosing. CONTRACTOR shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to COUNTY for three (3 ) years following expiration of the Agreement. CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by COUNTY to ensure compliance with applicable accounting and financial standards. 5 .9 Codes and Regulations. All work completed under this Agreement shall conform to all applicable federal, state, and local statues, codes, regulations, and ordinances. 5 . 10 Venue . The laws of the State of Florida shall govern this agreement. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 5 . 11 Public Entity Crimes . A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, section 287 . 07 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Article 6. Duration of Agreement 6 . 1 . This Agreement shall remain in full force and effect for a period of three (3 ) years after its date of execution, although actual completion of the services hereunder may extend beyond such term, unless this Agreement is terminated by mutual consent of the parties as otherwise provided herein. The performance of specially and properly authorized projects may extend beyond . the Agreement's three-year effective term and shall be compensated in accordance with the terms of this Agreement. 6 .2 . COUNTY reserves the sole right to renew for one additional three (3 ) year period beyond the initial three (3 ) year period of the Agreement. Prior to any renewal period, COUNTY may consider an adjustment to price. COUNTY reserves the right to reject any written price adjustments submitted by CONTRACTOR and/or to not exercise any otherwise F :\Community Development\Users\MPO\Transit\Advertising\Transit Advertising Contract Final.doc 5