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termination Consultant shall be entitled to payment only as follows: (A) the actual cost of the work completed in conformity with this Contract and the specifications; plus, (B) such other costs actually incurred by CONSULTANT as are permitted by the prime contract and approved by the COUNTY. CONSULTANT shall not be entitled to any other claim for compensation or damages against the County in the event of such termination. 8.5 In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. 8.6 In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all documents prepared by the CONSULTANT for the COUNTY in connection with this Agreement. 8.7 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the CONSULTANT in conjunction with this Agreement. 8.8 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false invoice to the COUNTY. 8.9 TERMINATION IN REGARDS TO F.S. 287.135: CONSULTANT certifies that it and those related entities of consultant as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars or more, CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. 8.10 COUNTY may terminate this Contract if CONSULTANT is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. 8.11 COUNTY may terminate this Contract if CONSULTANT, including all wholly owned subsidiaries, majority- owned subsidiaries, and parent companies that exist for the purpose of making profit is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 9. [INTENTIONALLY BLANK] 10. MISCELLANEOUS PROVISIONS 10.1 Independent Consultant. It is specifically understood and acknowledged by the parties hereto that the CONSULTANT or employees or sub -consultants of the CONSULTANT are in no way to be considered employees of the COUNTY, but are independent consultants performing solely under the terms of the Agreement and not otherwise. 6of14