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36.4 If an audit inspection or examination in accordance with this Article discloses
<br />overcharges in excess of 1% except negotiated fees by the Contractor to the City, the actual cost
<br />of the City's audit shall be paid by the Contractor. If the audit discloses contract billing or charges
<br />to which Contractor is not contractually entitled, Contractor shall pay over to the City said sum
<br />within 20 (twenty) days of receipt of a written demand unless otherwise agreed to by both
<br />parties in writing.
<br />ARTICLE 37. COMPLIANCE WITH LAWS, NONDISCRIMINATION, EQUAL
<br />EMPLOYMENT OPPORTUNITY. AND AMERICANS WITH DISABILITIES ACT
<br />37.1 Contractor shall comply with all applicable laws, codes, ordinances, rules, regulations
<br />and resolutions and all applicable guidelines and standards in performing its duties,
<br />responsibilities, and obligations related to this Agreement, including specifically, but without
<br />limitation, where applicable, the Contract Work Hours and Safety- Standards Act, the Lead -
<br />Based Paint Poisoning Prevention Act and any other laws, ordinances and regulations made
<br />applicable to this Agreement by the Contract Documents or the source of funds.
<br />37.2 Contractor warrants and represents that it does not and will not engage in discriminatory
<br />practices and that there shall be no discrimination in connection with Contractor's performance
<br />under this Agreement on account of race, color, sex, religion, age, handicap, marital status or
<br />national origin. Contractor further covenants that no otherwise qualified individual shall, solely
<br />by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be
<br />excluded from participation in, be denied services, or be subject to discrimination under any
<br />provision of this Agreement.
<br />37.3 Contractor shall affirmatively comply with all applicable provisions of the Americans with
<br />Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles
<br />I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable
<br />regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to
<br />ensure nondiscrimination in employment against disabled persons.
<br />ARTICLE 38. INDEPENDENT CONTRACTOR
<br />Contractor is an independent contractor under this Agreement. Services provided by Contractor or
<br />on Contractor's behalf pursuant to this Agreement shall be subject to the supervision of
<br />Contractor. In providing such services, neither Contractor nor its agents shall act as officers,
<br />employees, or agents of the City. Contractor further understands that Florida Workers'
<br />Compensation benefits available to employees of the City are not available to Contractor, and
<br />agrees to provide workers' compensation insurance for any employee, or entity working for the
<br />Contractor rendering services to the City under this Agreement. This Agreement shall not
<br />constitute or make the parties a partnership or joint venture.
<br />ARTICLE 39. SUCCESSORS AND ASSIGNS
<br />39.1 The performance of this Agreement shall not be transferred, pledged, sold, delegated or
<br />assigned, in whole or in part, by the Contractor without the express written consent of the City. It
<br />is understood that a sale of the majority of the stock or partnership shares of the Contractor, a
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