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to outside consultants. The COUNTY shall exercise its rights under this "Certificate" <br />within one (1) year following final payment. COUNTY has the authority and right to <br />audit Consultant's records under this provision. The COUNTY does not hereby waive <br />any other right it may have pursuant to Section 287.055, Florida Statutes, as it may be <br />from time -to -time amended. <br />9.2 Pursuant to the Consultants' Competitive Negotiations Act, F. S. section <br />287.055, the Consultant warrants that it has not employed or retained any company or <br />person other than a bona fide employee working solely for the Consultant to solicit or <br />secure this Agreement and that it has not paid or agreed to pay any company or person <br />other than a bona fide employee working solely for the Consultant any fee, commission, <br />percentage fee, gifts or any other considerations, contingent upon or resulting from the <br />award or making of this contract. For breach of violation of this provision, the COUNTY <br />shall have the right to terminate this Agreement without liability and, at its discretion, to <br />deduct from the contract price, or otherwise recover, the full amount of such fee, <br />commission, percentage, gift, or consideration. <br />10. MISCELLANOUS PROVISIONS. <br />10.1 Independent Contractor. It is specifically understood and acknowledged <br />by the parties hereto that the Consultant or employees or subconsultants of the <br />Consultant are in no way to be considered employees of the COUNTY, but are <br />independent contractors performing solely under the terms of the Agreement and not <br />otherwise. <br />10.2 Merger; Modification. This Agreement incorporates and includes all prior <br />and contemporaneous negotiations, correspondence, conversations, agreements or <br />understandings applicable to the matters contained herein and the parties agree that <br />there are no commitments, agreements, or understandings of any nature whatsoever <br />concerning the subject matter of the Agreement that are not contained in this document. <br />Accordingly, it is agreed that no deviation from the terms hereof shall be predicated <br />upon any prior or contemporaneous representations or agreements, whether oral or <br />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 />10.3 Governing Law; Venue. This Agreement, including all attachments hereto, <br />shall be construed according to the laws of the State of Florida. Venue for any lawsuit <br />brought by either party against the other party or otherwise arising out of this Agreement <br />shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the <br />United States District Court for the Southern District of Florida. <br />10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be <br />deemed cumulative and additional, and not in lieu or exclusive of each other or of any <br />other remedy available to either party, at law or in equity. Each right, power and <br />remedy of the parties provided for in this Agreement shall be cumulative and concurrent <br />and shall be in addition to every other right, power or remedy provided for in this <br />Page 9 of 12 <br />F:\Public Works\ENGINEERING DIVISION PROJECTS\1722 45th Street Resurfacing (58th Ave to 43rd Ave)\1-Admin\Agenda <br />Items\Award of RFQ 2018012Wgreement.doc <br />