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RFP 2024005 Agreement <br />The obligation to provide services under this Agreement maybe terminated by either party upon seven (7) days prior <br />written notice in the event of substantial failure by the other party to perform in accordance with the terms of this <br />Agreement through no fault of the terminating party. <br />In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes any other <br />substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its <br />terms. <br />In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all documents first <br />prepared by the CONSULTANT for the COUNTY in connection with this Agreement. <br />The COUNTY may terminate this Agreement for refusal by the CONSULTANTto allow public access to all documents, <br />papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by <br />the CONSULTANT in conjunction with this Agreement. <br />The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false invoice to the <br />COUNTY. <br />CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the <br />Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not <br />engaged in a boycott of Israel. OWNER may terminate this Contract if CONSULTANT, including all wholly owned <br />subsidiaries, majority-owned subsidiaries, and parent companies that exist forthe purpose of making profit, is found <br />to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set <br />forth in section 215.4725, Florida Statutes. <br />CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the <br />Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum <br />Energy Sector List, create pursuant to Section 215.473 of the Florida Statutes and are not engaged in business <br />operations in Cuba or Syria. COUNTY may terminate this agreement if CONSULTANT is found to have submitted a <br />false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies <br />with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or <br />been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. <br />9. MISCELLANEOUS PROVISIONS <br />Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the CONSULTANT <br />or employees or sub -consultants of the CONSULTANT are in no way to be considered employees of the COUNTY, but <br />are independent contractors performing solely under the terms of the Agreement and not otherwise. <br />Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous negotiations, <br />correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the <br />parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning <br />the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no <br />deviation from 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 Agreement shall be <br />valid unless made in writing and signed by the CONSULTANT and the COUNTY. <br />5 <br />