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Contract#28223 <br /> b. Termination for Convenience. Either party may terminate this Agreement at any <br /> time for convenience upon forty-five (45) calendar days prior written notice to the <br /> non-terminating party. Upon District receipt of notice of termination, it shall place <br /> no further orders for materials, equipment, services, or facilities, for which <br /> reimbursement would otherwise be sought. The District shall also make every <br /> reasonable effort to cancel, upon terms satisfactory to the District, all orders or <br /> subcontracts related to the Work for which compensation would otherwise be <br /> sought. In the event of such termination, the District shall be compensated for all <br /> work performed pursuant to this Agreement prior to the effective date of <br /> termination. <br /> 10. AUDIT; ACCESS TO RECORDS. the District and County must preserve its books and <br /> other records involving transactions related to this Agreement and provide each other, or <br /> its duly authorized representatives, access and necessary facilities to inspect and audit <br /> those records for five (5) years after the receipt of funds. If an examination or audit is <br /> performed, the parties must continue to maintain all required records until such audit has <br /> been completed and all questions arising from it are resolved. The parties shall refund any <br /> payment(s) that are found to not constitute allowable costs based upon an audit <br /> examination. <br /> 1 l. CIVIL RIGHTS. Pursuant to chapter 760, Fla. Stat., the parties shall not discriminate <br /> against any employee or applicant for employment because of race, color, religion, sex,or <br /> national origin,age,handicap,or marital status. <br /> 12. GOVERNING LAW, ATTORNEY'S FEES, WAIVER OF RIGHT TO JURY <br /> TRIAL. This Agreement shall be construed according to the laws of Florida and shall not <br /> be construed more strictly against one party than against the other because it may have <br /> been drafted by one of the parties. In the event of any legal proceedings arising from or <br /> related to this Agreement: (1) each party shall bear its own attorney's fees, including <br /> appeals; and (2) for civil proceedings, the parties hereby consent to trial by the court and <br /> waive the right to jury trail. <br /> 13. VENUE. In the event of any legal proceedings arising from or related to this Agreement, <br /> venue for such proceedings shall be in Orange County,Florida. <br /> 14. NON-LOBBYING. Pursuant to section 216.347, Fla. Stat., as amended, the County <br /> hereby agrees that monies received from the District pursuant to this Agreement will not be <br /> used for the purpose of lobbying the Legislature or any other state agency. <br /> 15. PUBLIC RECORDS. Records of the parties that are made or received in the course of <br /> performance of the Work may be public records that are subject to the requirements of <br /> chapter 119, Fla. Stat. In the event a party receives a request for any such records, the <br /> receiving party shall notify the other party's project manager within three (3) workdays of <br /> receipt of such request Each party reserves the right to cancel this Agreement for refusal by <br /> the other party to allow public access to all documents, papers, letters, or other material <br /> related hereto and subject to the provisions of chapter 119,Fla.Stat.,as amended. <br /> 4 of 10 <br /> 92 <br />