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<br />I , <br /> <br />MIAMI-DADE COUNTY. FLORIDA <br /> <br />Contract No. RFP683 <br /> <br />d) <br /> <br />performance of the Services a sufficient number of competent and qualified <br />professionals and other personnel to meet the requirements to which' reference is <br />hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to <br />replace any its personnel if so directed upon reasonable request from the County, <br />should the County make a determination, in its sole discretion, that said personnel <br />staffing is inappropriate or that any individual is not performing in a manner consistent <br />with the requirements for such a position. <br /> <br />The Contractor warrants and represents that its personnel have the proper skill, training, <br />background. knowledge, experience, rights, authorizations, integrity, character and <br />licenses as necessary to perform the Services described herein, in a competent and <br />professional manner. <br /> <br />e) <br /> <br />The Contractor shall at all times cooperate with the County and coordinate its respective <br />work efforts to most effectively and eTflciently maintain the progress in performing the <br />Services. <br /> <br />f) <br /> <br />The Contractor shall comply with all provisions of all federal, state and local laws, <br />statutes, ordinances, and regulations that are applicable to the performance of this <br />Agreement. <br /> <br />ARTICLE 12. EMPLOYEES ARE THE RESPONSIBILITY OF THE CONTRACTOR <br /> <br />All employees of the Contractor shall be considered to be, at all times, employees of the <br />Contractor under its sole direction and not employees or agents of the County. The Contractor <br />shall supply competent employees. Miami-Dade County may require the Contractor to remove <br />an employee it deems careless, incompetent, insubordinate or otherwise objectionable and <br />whose continued employment on County property is not in the best interest of the County. Each. <br />employee shall have and wear proper identification. <br /> <br />ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP <br /> <br />The Contractor is, and shall be, in the performance of all provisions of Goods and Services and <br />activities under this Agreement, an independent contractor, and not an employee, agent or <br />servant of the County. All persons engaged in any of the work or services performed pursuant <br />to this Agreement shall at all times, and in all places, be subject to the Contractor's sole <br />direction, supervision and control. The Contractor shall exercise control over the means and <br />manner in which it and its employees perform the work,' and in ali respects the Contractor's <br />relationship and the relationship of its employees to the County shall be that of an independent <br />contractor and not as employees and agents of the County. <br /> <br />The Contractor does not have the power or authority to bind the County in any promise, <br />agreement or representation other than specifically provided for in this Agreement. <br /> <br />ARTICLE 14. AUTHORITY OF THE COUNTY'S PROJECT MANAGER <br /> <br />a) The Contractor hereby acknowledges that the County's Project Manager will determine <br />in the first instance all questio/')s of any nature whatsoever arising out ,of; under, or in <br />connection with, or in any way related to or on account of, this Agreement including <br />without limitations: questions as to the value, acceptability and fitness of the Services; <br />questions as to either party's fulfillment of its obligations under the Contract; negligence, <br />fraud or misrepresentation before or subsequent to acceptance of the Proposal; <br /> <br />Page 9 of 25 <br /> <br />Rev. 11/24/09 S \ B <br />