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The UNIVERSITY shall deliver to the COUNTY's representative for approval and acceptance,
<br /> and before being eligible for final payment of any amounts due, all documents and materials
<br /> prepared by and for the COUNTY under this Contract.
<br /> To the extent allowed by Chapter 119, Florida Statutes, all written and oral information not in the
<br /> public domain or not previously known, and all information and data obtained, developed, or
<br /> supplied by the COUNTY or at its expense will be kept confidential by the UNIVERSITY and
<br /> will not be disclosed to any other party, directly or indirectly, without the COUNTY'S prior
<br /> written consent unless required by a lawful court order. All drawings, maps, sketches, programs,
<br /> data base, reports and other data developed, or purchased, under this Contract for or at the
<br /> COUNTY'S expense shall be and remain the COUNTY'S property and may not be reproduced.
<br /> All covenants, agreements, representations and warranties made herein, or otherwise made in
<br /> writing by any party pursuant hereto, including but not limited to any representations made
<br /> herein relating to disclosure or ownership of documents, shall survive the execution and delivery
<br /> of this Contract and the consummation of the transactions contemplated hereby.
<br /> ARTICLE 18 - INDEPENDENT CONTRACTOR RELATIONSHIP
<br /> The UNIVERSITY is, and shall be, in the performance of all Work services and activities under
<br /> this Contract, an Independent Contractor, and not an employee, agent, or servant of the
<br /> COUNTY. All persons engaged in any of the Work or services performed pursuant to this
<br /> Contract shall at all times, and in all places, be subject to the UNIVERSITY'S sole direction,
<br /> supervision, and control. The UNIVERSITY shall exercise control over the means and manner
<br /> in which it and its employees perform the Work , and in all respects the UNIVERSITY'S
<br /> relationship and the relationship of its employees to the COUNTY shall be that of an
<br /> Independent Contractor and not as employees or agents of the COUNTY.
<br /> The UNIVERSITY does not have the power or authority to bind the COUNTY in any promise,
<br /> agreement or representation.
<br /> ARTICLE 19 - CONTINGENT FEES
<br /> The UNIVERSITY warrants that it has not employed or retained any company or person, other
<br /> than a bona fide employee working solely for the UNIVERSITY to solicit or secure this Contract
<br /> and that it has not paid or agreed to pay any person, company, corporation, individual, or firm,
<br /> other than a bona fide employee working solely for the UNIVERSITY, any fee, commission,
<br /> percentage, gift, or any other consideration contingent upon or resulting from the award or
<br /> making of this Contract.
<br /> ARTICLE 20 - ACCESS AND AUDITS
<br /> The UNIVERSITY shall maintain adequate records to justify all charges, expenses, and costs
<br /> incurred in estimating and performing the work for at least three (3 ) years after completion or
<br /> termination of this Contract. The COUNTY shall have access to such books, records, and
<br /> documents as required in this section for the purpose of inspection or audit during normal
<br /> business hours, at the UNIVERSITY'S place of business.
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