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10 . 1 Independent Contractor. It is specifically understood and acknowledged <br /> by the parties hereto that the CONSULTANT or employees or sub-consultants of the <br /> CONSULTANT are in no way to be. considered employees of the COUNTY, but are <br /> independent contractors performing solely under the terms of the Agreement and not <br /> 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 <br /> there are no commitments , agreements , or understandings of any nature whatsoever <br /> concerning the subject matter of the Agreement that are not contained in this document. <br /> Accordingly , it is agreed that no deviation from the terms hereof shall be predicated <br /> upon any prior or contemporaneous representations or agreements , whether oral or <br /> written . No alteration , change , or modification of the terms of this Agreement shall be <br /> valid unless made in writing and signed by the CONSULTANT and the COUNTY. <br /> 10 . 3 Governing 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 parry or otherwise arising out of this Agreement <br /> shall be in Indian River County, Florida , or , in the event of federal jurisdiction , in <br /> the <br /> United 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 <br /> remedy of the parties provided for in this Agreement shall be cumulative and concurrent <br /> and shall be in addition to every other right , power or remedy provided for in this <br /> Agreement or now or hereafter existing at law or in equity or by statute or otherwise . <br /> The failure of either party to insist upon compliance by the other party with any <br /> obligation , or exercise any remedy , does not waive the right to so in the event <br />of a <br /> continuing or subsequent delinquency or default . A party 's waver of one or more <br /> defaults does not constitute a waver of any other delinquency or default . If any legal <br /> action or other proceeding is brought for the enforcement of this Agreement or because <br /> of an alleged dispute , breach , default , or misrepresentation in connection with any <br /> provisions of this Agreement , each party shall 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 <br /> unenforceable for the remainder of this Agreement , then the application of such term or <br /> provision to persons or circumstances other than those as to which it is held invalid or <br /> unenforceable shall not be affected , and every other term and provision of this <br /> Agreement shall be deemed valid, and enforceable to the extent permitted by law . <br /> 11 <br /> F :\Public Works\KeithMWdministrative\Master Agreements for Stormwater Consultantswaster Consultant Contract - G K <br /> ENVIRONMENTAL Master Agreement. doc <br />