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9 . 1 Execution of this Agreement by the Design/Builder shall act as the execution of a truth -in - negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate , complete and current as of the date of the Agreement and no higher than those charged the Design/Builder's most favored customer for the same or substantially similar service . The wage rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the wage rates and costs were increased due to inaccurate , incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside Design/Builders . The COUNTY shall exercise its rights under this "Certificate " within one ( 1 ) year following final payment . COUNTY has the authority and right to audit Design/Builder's records under this provision . The COUNTY does not hereby waive any other right it may have pursuant to Florida Statutes , Section 287 . 055 , as it may be from time-to-time amended . 9 . 2 Pursuant to the Consultants ' Competitive Negotiations Act , Florida Statutes section 287 . 055 , the Design/Builder warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Design/Builder to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the Design/Builder any fee , commission , percentage fee , gifts or any other considerations , contingent upon or resulting from the award or making of this Agreement . For breach of violation of this provision , the COUNTY shall have the right to terminate this Agreement without liability and , at its discretion , to deduct from the contract price , or otherwise recover , the full amount of such fee , commission , percentage , gift , or consideration . 10 . MISCELLANOUS PROVISIONS , 10 . 1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the Design/Builder or employees or subcontractors of the Design/Builder are in no way to be considered employees of the COUNTY , but are independent contractors performing solely under the terms of the Agreement and not otherwise . 10 . 2 Merger ; Modification , This Agreement incorporates and includes all prior and contemporaneous negotiations , correspondence , conversations , agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments , agreements , or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document . Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements , whether oral or written . No alteration , change , or modification of the terms of this Agreement shall be valid unless made in writing and signed by the Design/Builder and the COUNTY . 10 . 3 Governinq Law , Venue . This Agreement , including all attachments hereto , shall be construed according to the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement F:Wttorney\Bill\Agreements\Master Contract Barth Edlund .doc 11