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Contract 9SL318XA B . District Termination for Convenience. The District reserves the right, upon ten ( 10) days written notice to County, to terminate this Agreement should sufficient funds not be appropriated to fund the District' s 50% share of the costs of the work. The District shall make every reasonable effort to cancel all orders and contracts related to the terminated work. County shall not be liable under this agreement for funding any work performed after the date of termination or for any materials that were ordered prior to receipt of notice of termination, but that could be returned to the vendor without penalty. ARTICLE VIII - MISCELLANEOUS PROVISIONS A. Assienment and Subcontracts. County shall not assign this Agreement, or any monies due hereunder, without the prior written consent of the District. County shall be responsible for the fulfillment of all work elements included in any subcontracts and shall be responsible for the payment of all monies due under any subcontract. County shall be as fully responsible to the District for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as it is for its own acts and omissions. County shall hold the District harmless from any liability or damages arising under or from any subcontract to the extent allowed by law. B . Attorney' s Fees. In the event of any legal or administrative proceedings arising from or related to this Agreement, including appeals, each party shall bear its own attorney' s fees. C . Audit: Access to Records. The parties agree that each party, or its duly authorized representatives shall, until the expiration of three (3 ) years after expenditure of funds hereunder, have access to examine any of the other party ' s books, documents, papers, and other records involving transactions related to this Agreement. The parties shall preserve all such records for a period of not less than three (3 ) years. Payment(s) made hereunder shall be reduced for amounts charged that are found on the basis of audit examination not to constitute allowable costs. The parties shall refund any such reduction of payments. All required records shall be maintained until an audit has been completed and all questions arising from it are resolved. The parties will provide proper facilities for access to and inspection of all required records. D. 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. E. Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both parties, have contributed substantially and materially to the preparation hereof. F. Entire Agreement. This Agreement, upon execution by the County and the District, constitutes the entire agreement of the parties . The parties are not bound by any stipulations, representations, agreements, or promises, oral or otherwise, not printed or inserted herein. The County agrees that no representations have been made by the District to induce the County to enter into this Agreement other than as expressly stated herein. This Agreement cannot be changed orally or by any means other than written amendments referencing this Agreement and signed by all parties. G . Governing Law. This Agreement shall be construed and interpreted according to the laws of the state of Florida. 5 of 9