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I <br /> i <br /> 10. MISCELLANOUS PROVISIONS. <br /> 10.1 Independent Contractor. It is specifically understood and acknowledged <br /> by the parties hereto that the Consultant or employees or subconsultants 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 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 <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 of a <br /> r default. Aparty's waver of one or more <br /> continuing or subsequent delinquency o <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 /> 10.6 Availability of Funds. The obligations of the COUNTY under this <br /> Agreement are subject to the availability of funds lawfully appropriated for its purpose by <br /> the Board of County Commissioners of Indian River County. <br /> 9 <br />