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8 . 4 In the event that the Consultant merges with another company , becomes a subsidiary of, or makes any other substantial change in structure , the COUNTY reserves the right to terminate this Agreement in accordance with its terms . 8 . 5 In the event of termination of this Agreement , the Consultant agrees to surrender any and all documents prepared by the Consultant for the COUNTY in connection with this Agreement . 8 . 6 The COUNTY may terminate this Agreement for refusal by the Consultant to allow public access to all documents , papers , letters , or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the Consultant in conjunction with this Agreement . 8 . 7 The COUNTY may terminate this Agreement in whole or in part if the Consultant submits a false invoice to the COUNTY . 9 . TRUTWISImNEGOTIATION CERTIFICATE : CONTINGENCY FEES . 9 . 1 Execution of this Agreement by the Consultant shall act as the execution of a truth4n-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 . 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 Florida Statutes Section 287 . 055 , as it may be from time4o4ime amended . 9 . 2 Pursuant to the Consultants' Competitive Negotiations Act , Florida . Statues 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 sub-consultants of the Consultant 9 FAMarketing\ Proposals\Florida Counties\Indian River\2012 Indian River County\ Contract - Final MA 2\FINAL 3-6-13-- Coastal Engineering MasterAgreement 2013 - CPE .docx