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Contract #SH469AA
<br /> F. If, after termination for failure of County to fulfill contractual obligations , it is determined that
<br /> County had not failed to fulfill contractual obligations , the termination shall be deemed to have
<br /> been for the convenience of District . In such event, the adjustment of compensation shall be
<br /> made as provided in Paragraph "C" of this section .
<br /> ARTICLE VIII - MISCELLANEOUS PROVISIONS
<br /> A . Assi nment and Subcontracts . County shall not sublet, assign , or transfer any Work, in whole
<br /> or in part , or assign any moneys due or to become due hereunder, which involve more than fifteen
<br /> percent ( 15 %) of the total cost of the Work, without the prior written consent of the District . As
<br /> soon as practicable after signing this Agreement, but in no event not less than ten ( 10) calendar
<br /> days prior to the effective date of any such subcontracts , County shall notify the District ' s project
<br /> manager in writing of the names of such subcontractors . County shall not employ any such
<br /> subcontractors until they are approved in writing by the District, which approval shall not be
<br /> unreasonably withheld . Upon receipt of such consent, when a written work product is involved ,
<br /> County shall cause the names of the firm( s) responsible for such portions of the Work to appear
<br /> thereon . County shall provide the District with an executed copy of any such subcontracts within
<br /> ten ( 10) calendar days after the effective date of the subcontract . Neither District approval of a
<br /> subcontractor nor any other provision of this Agreement shall create a contractual relationship
<br /> between any subcontractor and the District .
<br /> County shall be responsible for the fulfillment of all Work elements included in the subcontracts
<br /> and shall be responsible for the payment of all monies due under any subcontract . County shall
<br /> be as fully responsible to the District for the acts and omissions of its subcontractors , and of
<br /> persons either directly or indirectly employed by them, as it is for its own acts and omissions .
<br /> County shall hold the District harmless from any liability or damages arising under or from any
<br /> subcontract to the extent allowed by law . Nothing herein shall create any contractual relationship
<br /> between any subcontractor and the District .
<br /> B . Interest of County . County certifies that no officer, agent , or employee of the District has any
<br /> material interest, as defined in Chapter 112 , Fla . Stat . , either directly or indirectly , in the business
<br /> of County to be conducted hereby , and that no such person shall have any such interest at any
<br /> time during the term of this Agreement.
<br /> C . Independent Contractor : County is an independent contractor. Neither County nor County ' s
<br /> employees are employees of the District . County shall have the right to control and direct the
<br /> means and methods by which the Work is accomplished. County may perform services for
<br /> others , which solely utilize its facilities and do not violate any confidentiality requirements of this
<br /> Agreement . County is solely responsible for compliance with all labor and tax laws pertaining to
<br /> it, its officers , agents , and employees , and shall indemnify and hold the District harmless from
<br /> any failure to comply with such laws . County' s duties with respect to itself, its officers , agents ,
<br /> and employees , shall include , but not be limited to : ( 1 ) providing Workers' Compensation
<br /> coverage for employees as required by law ; (2) hiring of any employees , assistants , or
<br /> subcontractors necessary for performance of the Work; (3 ) providing any and all employment
<br /> benefits , including , but not limited to, annual leave , sick leave , paid holidays , health insurance ,
<br /> retirement benefits , and disability insurance ; (4) payment of all federal, state and local taxes
<br /> income or employment taxes , and , if County is not a corporation , self-employment ( Social
<br /> Security) taxes ; (5 ) compliance with the Fair Labor Standards Act, 29 U . S . C . § § 201 , et seq . ,
<br /> including payment of overtime in accordance with the requirements of said Act ; (6) providing
<br /> employee training for all functions necessary for performance of the Work; (7 ) providing
<br /> equipment and materials necessary to the performance of the Work; and ( 8) providing office or
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