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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 upon <br />any prior or contemporaneous representations or agreements, whether oral or written. <br />No alteration, change, or modification of the terms of this Agreement shall be valid unless <br />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 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 <br />of the parties provided for in this Agreement shall be cumulative and concurrent and shall <br />be in addition to every other right, power or remedy provided for in this Agreement or now <br />or hereafter existing at law or in equity or by statute or otherwise. The failure of either <br />party to insist upon compliance by the other party with any obligation, or exercise any <br />remedy, does not waive the right to so in the event of a continuing or subsequent <br />delinquency or default. A party's waver of one or more defaults does not constitute a <br />waver of any other delinquency or default. If any ,legal action or other proceeding is <br />brought for the enforcement of this Agreement or because of an alleged dispute, breach, <br />default or misrepresentation in connection with any provisions of this Agreement, each <br />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 Agreement . <br />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 Agreement <br />are subject to the availability of funds lawfully appropriated for its purpose by the Board <br />of 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 />N <br />C:1UserslBalchonWppOata\Locai\MicrosoftlWindowsllNetCachelContent.Outlook%KVIA7PEIWrcadis Consulting Agreement.docx <br />P102 <br />