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34. CONFLICT OF INTEREST
<br /> Sequoia shall fully complete and execute Attachment 3 "Disclosure of Ownership Interests" attached
<br /> hereto. Sequoia represents that it presently has no interest and shall acquire no interest, either directly
<br /> or indirectly, which would conflict in any manner with the performance or services required
<br /> hereunder, as provided for in Chapter 112, Part III, Florida statutes. Sequoia further represents that
<br /> no person having any conflict of interest shall be employed for said performance or services .
<br /> Sequoia shall promptly notify the Customer' s representative, in writing, by certified mail, of all
<br /> potential conflicts of interest for any prospective business association, interest or other circumstance
<br /> which may influence, or appear to influence, Sequoia' s judgment or quality of services being
<br /> provided hereunder. Such written notification shall identify the prospective business association,
<br /> interest or circumstance, the nature of work that Sequoia may undertake and request an opinion of
<br /> the Customer as to whether the association, interest or circumstance would, in the opinion of the
<br /> Customer, constitute a conflict of interest if entered into by Sequoia. The Customer agrees to notify
<br /> Sequoia of its opinion by certified mail within thirty (30) days of receipt of notification by Sequoia.
<br /> If, in the opinion of the Customer, the prospective business association, interest or circumstance
<br /> would not constitute a conflict of interest by Sequoia, the Customer shall so state in the notification
<br /> and Sequoia shall , at its option, enter into said association, interest or circumstance and it shall be
<br /> deemed not in conflict of interest with respect to services provided to the Customer by Sequoia under
<br /> the terms of this Agreement.
<br /> 35. ARREARS
<br /> Sequoia shall not pledge the County' s credit or make it a guarantor of payment or surety for any
<br /> contract, debt, obligation, judgment, lien, or any form of indebtedness. Sequoia further warrants and
<br /> represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of
<br /> this Agreement.
<br /> 36, INDEPENDENT CONTRACTOR RELATIONSHIP
<br /> Sequoia is, and shall be, in the performance of all work, services, and activities under this
<br /> Agreement, an Independent Contractor and not an employee, agent or servant of the Customer. All
<br /> persons engaged in any of the work or services performed pursuant to this Agreement shall at all
<br /> times, and in all places, be subject to Sequoia' s sole direction, supervision, and control . Sequoia
<br /> shall exercise control over the means and manner in which it and its employees perform the work,
<br /> and in all respects Sequoia' s relationship, and the relationship of its employees to the Customer shall
<br /> be that of an Independent Contractor and not as employees or agents of the Customer.
<br /> 37. CONTINGENT FEE
<br /> Sequoia warrants that it has not employed or retained any company or person, other than a bona fide
<br /> employee working solely for Sequoia, to solicit or secure this Agreement and that it has not paid or
<br /> agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee
<br /> working solely for Sequoia, any fee, commission, percentage, gift, or any other consideration
<br /> contingent upon or resulting from the award or making of this Agreement.
<br /> 38, 2012 COMPLIANCE GUARANTEE
<br /> In order to meet the 2012 requirement for "paper ballot only voting" as mandated by the Florida
<br /> Legislature, Sequoia shall have at least one ( 1 ) option certified by the State of Florida available for
<br /> purchase by Indian River County. Said option(s) shall be presented to County on or before May 1 ,
<br /> 2011 for review. If Sequoia does not meet this deadline, then Sequoia must reimburse to County One
<br /> Hundred Percent ( 100%) of the Contract Purchase Price for the Optech Insight Plus Vote Tabulators.
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