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9.3 The obligation to provide services under this Agreement may be terminated by either party upon <br />seven (7) days prior written notice in the event of substantial failure by the other party to perform in <br />accordance with the terms of this Agreement through no fault of the terminating party. <br />9.4 In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or <br />makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement <br />in accordance with its terms. <br />9.5 In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all <br />documents first prepared by the CONSULTANT for the COUNTY in connection with this Agreement. <br />9.6 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow public access <br />to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes <br />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 submits a false <br />invoice to the COUNTY. <br />9.8 CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are <br />not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, <br />and are not engaged in a boycott of Israel. OWNER may terminate this Contract if CONSULTANT, including all <br />wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of <br />making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in <br />a boycott of Israel as set forth in section 215.4725, Florida Statutes. <br />9.9 CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are <br />not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the <br />Iran Petroleum Energy Sector List, create pursuant to Section 215.473 of the Florida Statutes and are not engaged <br />in business operations in Cuba or Syria. COUNTY may terminate this agreement if CONSULTANT is found to have <br />submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the <br />Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran <br />Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section <br />287.135, Florida Statutes. <br />10. MISCELLANEOUS PROVISIONS <br />10.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto <br />that the CONSULTANT or employees or sub -consultants of the CONSULTANT are in no way to be considered <br />employees of the COUNTY, but are independent contractors performing solely under the terms of the <br />Agreement and not otherwise. <br />10.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous <br />negotiations, correspondence, conversations, agreements, or understandings applicable to the matters <br />contained herein and the parties agree that there are no commitments, agreements, or understandings of <br />any nature whatsoever concerning the subject matter of the Agreement that are not contained in this <br />document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any <br />prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, <br />or modification of the terms of this Agreement shall be valid unless made in writing and signed by the <br />CONSULTANT and the COUNTY. <br />2024018 Agreement 107 <br />