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8 . 6 . In the event of termination of this Agreement , the Auditor agrees to provide copies of any and all documents prepared by the Auditor for the County in connection with this Agreement . 9 , INDEPENDENT CONTRACTOR . It is specifically acknowledged and agreed by the parties hereto that the Auditor is and shall be , in the performance of all Services and activities under this Agreement , an independent contractor , and not an employee , agent , or servant of the County . All persons engaged in any of the Services performed pursuant to this Agreement shall at all times , and in all places , be subject to the Auditor' s sole direction , supervision , and control , The Auditor shall exercise control over the means and manner in which Auditor and its employees perform the Services , and in all respects the Auditor' s relationship and the relationship of its employees to the County shall be that of an independent contractor performing solely under the terms of the Agreement and not as employees , agents , or servants of the County . 10 . 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 hereof 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 Auditor and the County . 11 . 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 . 12 . 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 law or in equity . Each right , power and remedy of the parties provided 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 do 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 waver 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 . 13 . 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 5