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8 . 7 The COUNTY may terminate this Agreement in whole or in part if the Consultant submits a false invoice to the COUNTY. 9 . TRUTH =IN =NEGOTIATION 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 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 , F . S . 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 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 F :\Public WorksUamesG\Sectors 3 and 5 RFQ\FINAL AGREEMENTSWIaster Consultant Contract - Beach Restoration SOQ Master Agreement—Coastal Tech_FINAL.doc