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Contract #28223 b. Termination for Convenience. Either party may terminate this Agreement at any time for convenience upon forty-five (45) calendar days prior written notice to the non -terminating party. Upon District receipt of notice of termination, it shall place no further orders for materials, equipment, services, or facilities, for which reimbursement would otherwise be sought. The District shall also make every reasonable effort to cancel, upon terms satisfactory to the District, all orders or subcontracts related to the Work for which compensation would otherwise be sought. In the event of such termination, the District shall be compensated for all work performed pursuant to this Agreement prior to the effective date of termination. 10. AUDIT; ACCESS TO RECORDS. the District and County must preserve its books and other records involving transactions related to this Agreement and provide each other, or its duly authorized representatives, access and necessary facilities to inspect and audit those records for five (5) years after the receipt of funds. if an examination or audit is performed, the parties must continue to maintain all required records until such audit has been completed and all questions arising from it are resolved. The parties shall refund any payment(s) that are found to not constitute allowable costs based upon an audit examination. 1L CIVIL RIGHTS. Pursuant to chapter 760, Fla. Stat., the parties shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, age, handicap, or marital status. 12. GOVERNING LAW, ATTORNEY'S FEES, WAIVER OF RIGHT TO JURY TRIAL. This Agreement shall be construed according to the laws of Florida and shall not be construed more strictly against one party than against the other because it may have been drafted by one of the parties. In the event of any legal proceedings arising from or related to this Agreement: (1) each party shall bear its own attorney's fees, including appeals; and (2) for civil proceedings, the parties hereby consent to trial by the court and waive the right to jury trail. 13. VENUE. In the event of any legal proceedings arising from or related to this Agreement, venue for such proceedings shall be in Orange County, Florida. 14. NON -LOBBYING. Pursuant to section 216.347, Fla. Stat., as amended, the County hereby agrees that monies received from the District pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other state agency. 15. PUBLIC RECORDS. Records of the parties that are made or received in the course of performance of the Work may be public records that are subject to the requirements of chapter 119, Fla. Stat. In the event a party receives a request for any such records, the receiving party shall notify the other party's project manager within three (3) workdays of receipt of such request Each party reserves the right to cancel this Agreement for refusal by the other party to allow public access to all documents, papers, letters, or other material related hereto and subject to the provisions of chapter 119, Fla. Stat., as amended. 4 of 10