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• <br /> MIAMI-DDECQJNTY,FLORIDA _ . Contract No. RFQ0000e <br /> Whenever the County Mayor is entitled to exercise discretion or judgement or to make a <br /> determination or form all opinion pursuant to the provisions of this Article, such action <br /> shad be fair and impartial when exercised or taken, The County Mayor, as appropriate, . <br /> -shall render a'decision in writing .and deliver a copy of the same to the Contractor. <br /> Except as,such remedies may be [fruited or waived elsewhere in the Agreement, <br /> Contractor reserves the right to pursue any remedies available under law after <br /> exhausting the provisions of this Article. <br /> • <br /> • <br /> AMT1CLE 15. MUTUAL OBLIGATIONS <br /> a) This Agreement, including attachments and appendices to the Agreement, shall <br /> constitute the entire Agreernent between the parties with respect hereto and supersedes <br /> all previous communications and representations or agreements, whether written or oral, <br /> with respect to the subject matter hereto unless acknowledged in Writing by the duly <br /> authorized representatives of both parties. <br /> b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of <br /> any third party that is not a parent or subsidiary of a party or otherwise related (by virtue <br /> of ownership control or statutory control)to a party. <br /> c) In those situations where this /Agreement imposes an indemnity obligation on the <br /> Contractor, the County may, at its expense, elect to-participate in the defense if the <br /> • County should so choose. Furthermore, the County may at its own expense defend or <br /> settle any such; claims if the Contractor fails to diligently defend such claims, and <br /> thereafter seek intiernn'rty for costs from the Contractor. <br /> ARTICLE 16. QUALITY ASSI1R.ANMQUALITY ASSURANCE RECORD KEEPING <br /> The.Contractor shall ;naintain, and shall require that its subcontractors and suppliers maintain, <br /> complete and accurate records to substantiate compliance with the requirements set forth in the <br /> Scope of Services. The Contractor and Its subcontractors and suppliers, shalt retain such <br /> records, and all other documents relevant to the Servicers furnished under this Agreement for a <br /> period of three(3)years from the expiration date of this Agreement and any extension thereof. <br /> ARTICLE 17. AUDITS . <br /> The County, or its duly authorized representatives or governmental agencies, shall until the <br /> expiration of three (3) years after the expiration of this Agreernent and any extension thereof, <br /> have access to and the right to'examine and reproduce any of the Contractor's books, - <br /> dpcuments, papers and records arid of its subcontractors and suppliers which apply to all <br /> matters of the County. Such records shall subsequently conform to Generally Accepted <br /> • Accounting Principles requirements, as applicable, and shall only address those transactions <br /> related to this Agreement. <br /> Pursuant to Section 2.46f of the Miarni-Dade County Code, the Contractor will grant access to <br /> the Commission Auditor to. all financial and performance related records, property, and. <br /> • • equipment purcnased in whole or in part with government funds. The Contractor agrees to <br /> maintain an accounting system that provides accounting records that are, supported with <br /> adequate documentation, and adoquate procedures for determining the ailowabiliiy and <br /> ellocability of costs. <br /> Page 110 of 25 <br /> Rev. 5i16/11 • :�. <br />