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4.3 The BOARD shall pay SPECIAL MAGISTRATE'S billings in accordance with Section 218.70 through 218.79, Florida Statutes, the Florida Prompt Payment Act. ARTICLE 5: STANDARDS AND CORRECTIONS 5.1 SPECIAL MAGISTRATE shall perform or furnish to the BOARD his/her professional services in accordance with the generally accepted standards of Special Magistrate services and in accordance with any laws, statutes, ordinances, codes, policies, rules and regulations governing Special Magistrate services hereunder. 5.2 SPECIAL MAGISTRATE shall, without additional compensation, correct and revise any errors, omissions, or other deficiencies in his/her work product, services, or materials arising from the negligent act, error or omission of SPECIAL MAGISTRATE. The foregoing shall be construed as an independent duty to correct rather than waiver of the BOARD'S rights under any applicable statute of limitations. The review of, approval of, or payment for any of SPECIAL MAGISTRATE'S work product, services, or materials shall not be construed to operate as a waiver of any of the BOARD'S rights under this Agreement, or cause of action the BOARD may have arising out of the performance of this Agreement. ARTICLE 6: NO CONTINGENT FEES 6.1 SPECIAL MAGISTRATE certifies that he/she has not employed or retained any company or person, other than a bona fide employee working solely for SPECIAL MAGISTRATE, to solicit or secure this Agreement and that he/she has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for SPECIAL MAGISTRATE, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the BOARD shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. ARTICLE 7: NO ASSIGNMENT 7.1 This Agreement, and all duties described herein as in Florida Statutes Chapter 194 and the Florida Department of Revenue's Rules shall not be assigned, transferred or performed by subcontractors or sub -consultants, or otherwise encumbered, under any circumstances by SPECIAL MAGISTRATE without the prior written consent of the BOARD. The BOARD is relying upon the SPECIAL MAGISTRATE'S personal services, qualifications and expertise. ARTICLE 8: SEVERABILITY AND WAIVER 8.1 In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any breach of any provision, term, condition or covenant shall not be construed by the other party as a waiver of any subsequent breach. ARTICLE 9: GOVERNING AND LAW VENUE 9.1 This Agreement shall be governed and construed in accordance with Florida law. In the event litigation arises involving the parties in connection with this Agreement, venue for such litigation shall be in Indian River County, Florida. -65-