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4.6. In the event of termination of this Agreement, the Contractor agrees to provide copies <br /> of any and all documents prepared by the Contractor for the County in connection with this <br /> Agreement. <br /> 5. INDEPENDENT CONTRACTOR. It is specifically acknowledged and agreed by the <br /> parties hereto that the Contractor is and shall be, in the performance of all Services and <br /> activities under this Agreement, an independent contractor, and not an employee, agent, or <br /> servant of the County. All persons engaged in any of the Services performed pursuant to this <br /> Agreement shall at all times, and in all places, be subject to the Contractor's sole direction, <br /> supervision, and control, The Contractor shall exercise control over the means and manner <br /> in which Contractor and its employees perform the Services, and in all respects the <br /> Contractor's relationship and the relationship of its employees to the County shall be that of <br /> an independent contractor performing solely under the terms of the Agreement and not as <br /> employees, agents, or servants of the County. <br /> 6. MERGER; MODIFICATION. This Agreement incorporates and includes all prior and <br /> 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 hereof that are not contained in this document. Accordingly, it is agreed <br /> 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 writing <br /> and signed by the Contractor and the County. <br /> 7. GOVERNING LAW; VENUE. This Agreement, including all attachments hereto, shall be <br /> construed according to the laws of the State of Florida. Venue for any lawsuit brought by <br /> either party against the other party or otherwise arising out of this Agreement shall be in <br /> Indian River County, Florida, or, in the event of federal jurisdiction, in the United States <br /> District Court for the Southern District of Florida. <br /> 8. REMEDIES; NO WAIVER. All remedies provided in this Agreement shall be deemed <br /> cumulative and additional, and not in lieu or exclusive of each other or of any other remedy <br /> available to either party, at law or in equity. Each right, power and remedy of the parties <br /> provided in this Agreement shall be cumulative and concurrent and shall be in addition to <br /> every other right, power or remedy provided for in this Agreement or now or hereafter existing <br /> at law or in equity or by statute or otherwise. The failure of either party to insist upon <br /> compliance by the other party with any obligation, or exercise any remedy, does not waive <br /> the right to do so in the event of a continuing or subsequent delinquency or default. A party's <br /> waiver of one or more defaults does not constitute a waver of any other delinquency or <br /> default. If any legal action or other proceeding is brought for the enforcement of this <br /> Agreement or because of an alleged dispute, breach, default, or misrepresentation in <br /> connection with any provisions of this Agreement, each party shall bear its own costs. <br /> 9. SEVERABILITY. If any term or provision of this Agreement, or the application thereof to <br /> any person or circumstance shall, to any extent, be held invalid or unenforceable for the <br /> remainder of this Agreement, then the application of such term or provision to persons or <br /> circumstances other than those as to which it is held invalid or unenforceable shall not be <br /> 3 <br />