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to terminate this Agreement without liability. 2. 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, if any such outside consultants are used with the prior written approval of the County. The County shall exercise its rights under this "Certificate" within one (1) year following final payment. The 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 time -to -time amended. IX. ENTIRE AGREEMENT This Agreement and its Attachments hereto embody the whole agreement of the parties, and there are no provisions, terms, conditions, or obligations other than those contained herein. This agreement shall supersede all previous communications, representations, or oral agreements between the parties, and no amendment hereto shall be effective unless reduced to writing and signed by the parties hereto. X. INDEPENDENT CONTRACTOR It is specifically understood and acknowledged by the parties hereto that the Consultant or employees or subcontractors 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. XI. SUBCONTRACTING Services assigned to sub -consultants must be approved in advance by the County. The sub - consultants must be qualified by the County to perform all work assigned to them. XII. COMPENSATION AND METHOD OF PAYMENT 1. The County shall pay to the Consultant as outlined in the Memorandum. Each invoice will document the work performed. Upon submittal of an invoice documenting the completion of all or a portion of one or more of the Tasks listed in the Memorandum, the County Project Manager will determine if the Tasks or portions thereof have been satisfactorily completed. Upon a determination of satisfactory completion, the County Project Manager will authorize payment to be made for the Task, Tasks, or portions thereof. All payments for services shall be made to the Consultant by the County in accordance with the Florida Prompt Payment Act (Florida Statutes §218.70 et seq.) Indian River County Page 6