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acceptable to SWDD, Contractor shall be notified by SWDD within five (5) Days of denial of the replacement and SWDD shall provide justification for not approving the replacement. The process shall continue until the replacement is acceptable to SWDD and Contractor. If SWDD fails to object within five (5) calendar days, the replacement shall be deemed approved. In no event shall SWDD be liable to Contractor or its employees for failing to approve a person or persons selected by Contractor. 6.3 Supervision and Management 6.3.1 Contractor shall have one person assigned as a Contract Manager whose office or primary location is in Indian River County. Contract Manager shall be responsible for the supervision and management of this Contract and all personnel assigned to fulfill services identified herein. Per terms defined in Article 6.2, SWDD reserves the right to approve replacement personnel in the key position of Contract Manager. 6.3.2 Contract Manager shall serve as the primary point of contact to SWDD and shall be required to participate in all meetings and inspections. Should Contract Manager be absent from duties related to this Contract for more than two (2) consecutive Days, Contractor shall provide an alternate Contract Manager and notify SWDD. 6.4 Subcontractors 6.4.1 Contractor may utilize subcontractors to fulfill the service requirements herein so long as subcontractors are not utilized for the actual management of the Contract. All subcontractors shall report directly to the Contractor. SWDD shall not have any responsibility for a subcontractor hired by Contractor. 6.4.2 All subcontractors directly involved in providing the services outlined herein shall be subject to SWDD approval through submittal in the Staffing Plan. Suppliers whose primary function is the provision of supplies and equipment required in the operation of CCCs and SWMAs shall not be subject to SWDD approval. 6.4.3 Contractor shall bind each subcontractor to the applicable terms and conditions of the Contract with a written document that incorporates the Contract into the subcontractor's agreement. Nothing in the agreement shall create any contractual or other relationship between SWDD and the subcontractor performing work in connection with this Contract. SWDD shall have no obligation to pay or ensure the payment of any monies due to the subcontractor, except as may otherwise be required by law. Contractor shall provide a copy of the subcontractor's agreement for review to SWDD prior to execution by the Contractor and subcontractor. 6.4.4 It shall be the Contractor's responsibility to manage and supervise the work of its subcontractor. If a subcontractor's performance is inadequate and results in non- compliance or a violation of the services required herein, the Contractor shall be 13 ACTIVE: 3 843 8749.1