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9.5 In the event of termination of this Agreement, the CONSULTANT agrees to surrender any <br />and all documents first prepared by the CONSULTANT for the COUNTY in connection with this <br />Agreement. <br />9.6 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow <br />public access to all documents, papers, letters, or other material subject to the provisions of Chapter <br />119 Florida Statutes and made or received by the CONSULTANT in conjunction with this Agreement. <br />9.7 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT <br />submits a false invoice to the COUNTY. <br />9.8 CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida <br />law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to S. 215.4725 of the <br />Florida Statutes, and are not engaged in a boycott of Israel. OWNER may terminate this Contract if <br />CONSULTANT, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent <br />companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized <br />Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, <br />Florida Statutes. <br />9.9 CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida <br />law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with <br />Activities in the Iran Petroleum Energy Sector List, create pursuant to Section 215.473 of the Florida <br />Statutes and are not engaged in business operations in Cuba or Syria. COUNTY may terminate this <br />agreement if CONSULTANT is found to have submitted a false certification as provided under section <br />287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or <br />the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in <br />business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. <br />10. MISCELLANEOUS PROVISIONS <br />10.1 Independent Contractor. It is specifically understood and acknowledged by the parties <br />hereto that the CONSULTANT or employees or sub -consultants of the CONSULTANT are in no way <br />to be considered employees of the COUNTY, but are independent contractors performing solely <br />under the terms of the Agreement and not otherwise. <br />10.2 Merger; Modification. This Agreement incorporates and includes all prior and <br />contemporaneous negotiations, correspondence, conversations, agreements, or understandings <br />applicable to the matters contained herein and the parties agree that there are no commitments, <br />agreements, or understandings of any nature whatsoever concerning the subject matter of the <br />Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from <br />the terms hereof shall be predicated upon any prior or contemporaneous representations or <br />agreements, whether oral or written. No alteration, change, or modification of the terms of this <br />Agreement shall be valid unless made in writing and signed by the CONSULTANT and the COUNTY. <br />10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be <br />construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party <br />against the other party or otherwise arising out of this Agreement shall be in Indian River County, <br />Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern <br />District of Florida. <br />10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed <br />cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available <br />to either party, at law or in equity. Each right, power and remedy of the parties provided for in this <br />Agreement shall be cumulative and concurrent and shall be in addition to every other right, power <br />2023o64 Agreement - 8 <br />