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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 . 3 Governing Law; Venue . This Agreement , 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 Agreement 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 Agreement 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 iaw or in equity . Each right , power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right , power or remedy provided for in this Agreement 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 the right to so in the event of a continuing or subsequent delinquency or default . A party' s waiver of one or more defaults does not constitute a waiver of any other delinquency or default . If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute , breach , default , or misrepresentation in connection with any provisions of this Agreement , each party shall bear its own costs . 10 . 5 Severability . If any term or provision of this Agreement or the application thereof to any person or circumstance shall , to any extent , be held invalid or unenforceable for the remainder of this Agreement , then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 11 F :\Public Works\ENGINEERING DIVISION PROJECTS\1334 2013- 2015 RFQ Cont Environ and Bio Support Services\Admin\agenda items\CONTINUING CONTRACT AGREEMENT for ENVIRONMENTAL SERVICES CARDNO ENTRIX - revised 09-30-2013 . doc P a g e 11