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9 . TRUTH -IN -NEGOTIATION CERTIFICATE ; CONTINGENCY FEES . 9 . 1 Execution of this Agreement by the Consultant 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 Consultant'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 consultants . The COUNTY shall exercise its rights under this "Certificate" within one ( 1 ) year following final payment. COUNTY has the authority and right to audit Consultant's records under this provision . The COUNTY does not hereby waive any other right it may have pursuant to Section 287 . 055 , Florida Statutes , as it may be from time-to-time amended . 9 . 2 Pursuant to the Consultants' Competitive Negotiations Act, Florida Statutes section 287 . 055 , the Consultant warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Consultant 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 Consultant any fee , commission , percentage fee , gifts or any other considerations , contingent upon or resulting from the award or making of this contract. 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 Consultant or employees or subconsultants of the Consultant 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 Consultant and the COUNTY. 10 . 3 Governing 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 shall be in Indian River County, Florida , or, in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida . 10