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subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 9. TRUTH -IN -NEGOTIATION CERTIFICATE: CONTINGENCY FEES 9.1 Execution of this CONTRACT 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 CONTRACT are accurate, complete and current as of the date of the CONTRACT 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. 10. MISCELLANEOUS 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 CONTRACT and not otherwise. 10.2 Merger: Modification. This CONTRACT 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 CONTRACT 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 CONTRACT shall be valid unless made in writing and signed by the CONSULTANT and the COUNTY. 10.3 Governing Law: Venue. This CONTRACT, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this CONTRACT shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 10.4 Remedies: No Waiver. All remedies provided in this CONTRACT shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. Each right, power and remedy of the parties provided for in this CONTRACT shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this CONTRACT or now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive 9