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are in no way to be considered employees of the COUNTY , but are independent <br /> contractors performing solely under the terms. of the Agreement and not otherwise . <br /> 10 . 2 Merger; Modification . This Agreement incorporates and includes all prior <br /> and contemporaneous negotiations , correspondence , conversations , agreements or <br /> understandings applicable to the matters contained herein and the parties agree that there <br /> are no commitments , agreements , or understandings of any nature whatsoever concerning <br /> the subject matter of the Agreement that are not contained in this document. . Accordingly , <br /> it is agreed that no deviation from the terms hereof shall be predicated upon any prior or <br /> contemporaneous representations or agreements , whether oral or written . No alteration , <br /> change , or modification of the terms of this Agreement shall be valid unless made in <br /> writing and signed by the Consultant and the COUNTY . <br /> 10 . 3 Governinq Law ; Venue . This Agreement , including all attachments hereto , <br /> shall be construed according to the laws of the State of Florida . Venue for any lawsuit <br /> brought by either party against the other party or otherwise arising out of this Agreement <br /> shall be in Indian River County , Florida , or, in the event of federal jurisdiction , in the United <br /> States District Court for the Southern District of Florida . <br /> 10 . 4 Remedies : No Waiver. All remedies provided in this Agreement shall be <br /> deemed cumulative and additional , and not in lieu or exclusive of each other or of any <br /> other remedy available to either party , at law or in equity . Each right , power and remedy of <br /> the parties provided for in this Agreement shall be cumulative and concurrent and shall be <br /> in addition to every other right , power or remedy provided for in this Agreement or now or <br /> hereafter existing at law or in equity or by statute or otherwise . The failure of either party <br /> to insist upon compliance by the other party with any obligation , or exercise any remedy , <br /> does not waive the right to so in the event , of a continuing or subsequent delinquency or <br /> default. A party' s waver of one or more defaults does not constitute a waver of any other <br /> delinquency or default . If any legal action or other proceeding is brought for the <br /> enforcement of this Agreement or because of an alleged dispute , breach , default or <br /> misrepresentation in connection with any provisions of this Agreement , each party shall <br /> bear its own costs . <br /> 10 . 5 Severability. If any term or provision of this Agreement or the application <br /> thereof to any person or circumstance shall , to any extent, be held invalid or unenforceable <br /> for the remainder of this Agreement, then the application of such term or provision to <br /> persons or circumstances other than those as to which it is held invalid or unenforceable <br /> shall not be affected , and every other term and provision of this Agreement shall be <br /> deemed valid and enforceable to the extent permitted by law . . <br /> 10 . 6 Availability of Funds . The obligations of the COUNTY under this Agreement <br /> are subject to the availability of funds lawfully appropriated for its purpose by the Board of <br /> County Commissioners of Indian River County . <br /> 10 . 7 No Pledge of Credit . The Consultant shall not pledge the COUNTY's credit <br /> or make it a guarantor of payment or surety for any contract , debt , obligation , judgment , <br /> lien or any form of indebtedness . <br /> 10 <br /> F:\Marketing\ Proposals\Florida Counties\Indian River\2012 Indian River County\ Contract - Final 3-8-12\FINAL 3-6-13— Coastal <br /> Engineering Master Agreement 2013 - CPE .docx <br />