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Contract #SI341AA 7 . Diversity Report (The report shall include company names for all W/MB s and amounts spent with each at all levels . The report will also denote if there were no W/MBE expenditures . ) 16 . Repayment of Funds. Funds shall be subject to repayment by Recipient after expiration of this Agreement if, upon a post-project audit examination , the District finds that : ( 1 ) Recipient has spent funds for purposes other than those provided for herein , (2) Recipient has received duplicate funds from the District for the same purpose , and/or ( 3) Recipient has received more than 100% contributions for the project through cumulative public agency cost-sharing funding. 17 . Termination of Agreement. This Agreement may be fully or partially terminated by the District upon ten ( 10) days written notice to Recipient . 18 . Interest of Recipient . Recipient certifies that no officer, agent , or employee of the District has any material interest, as defined in Chapter 112 , Fla. Stat . , either directly or indirectly , in the business of Recipient to be conducted hereby , and that no such person shall have any such interest at any time during the term of this Agreement . 19 . Independent Contractor. Recipient is an independent contractor. Neither Recipient nor Recipient ' s ` s employees are employees of the District . Recipient shall have the right to control and direct the means and methods by which the Work is accomplished . Recipient is solely responsible for compliance with all labor and tax laws pertaining to it, its officers , agents , and employees . 20. Non-lobbying. Pursuant to section 216 . 347 , Fla. Stat . , as amended, Recipient agrees that funds received from the District under this Agreement shall not be used for the purpose of lobbying the Legislature or any other state agency . 21 . Release of Information Records of Recipient 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 Recipient receives a request for any such records , Recipient shall notify the District ' s Project Manager within three 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 . 22. Royalties and Patents . Recipient shall pay all royalties and patent and license fees necessary for performance of the Work and shall defend all suits or claims for infringement of any patent rights and save and hold the District harmless from loss on account thereof. 23 . Governing Law . This Agreement shall be construed according to the laws of the State of Florida. 24 . Venue . In the event of any legal proceedings arising from or related to this Agreement, venue for such proceedings , if in state court, shall be in Orange County , Florida, and if in federal court, shall be in the Middle District of Florida, Orlando Division . 25 . 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 . Page 4 of 8