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7.3 The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. 7.4 In the event that the CONTRACTOR merges with another company, becomes a subsidiary of, or makes any other substantial changeinstructure, the COU NTYreserves the right toterminate this Agreement upon 30 days written notice. 7SThe COUNTY may terminate this Agreement inwhole orinpart ifthe CONTRACTOR submits afalse invoice to the COUNTY. 8. K4|S[ELUANOUSPROVISIONS. 8.1 Independent Contractor. |tbspecifically understood and acknowledged bythe parties hereto that t he CONTRACTOR or employees of the Contractor are in no way to be considered employees of the COUNTY, but,are independent contractors performing* solely under the terms of the Agreement and not otherwise. 8.2 Request for Proposals. It is specifically understood and acknowledged by the parties hereto that all of the requirements set forth in the Request for Proposals dated December 1, 2014 (including addenda I through 3)shall beincorporated herein. 8.3 Merger; Modification. Except asset forth inSection 8.2above, 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 of the Agreement that are not contained inthis document. Accordingly, bbagreed that nodeviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral orwritten. No alteration, change, or modification of the terms of this Agreement shall be valid unless made inwriting and signed bythe CONTRACTOR and the COUNTY. 8.4 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, inthe event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 8.5 Remedies; No Waiver, All remedies provided inthis Agreement shall bedeemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party,at law orinequity. Each right, power and remedy of the parties provided for 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 tnsointhe event ofacontinuing orsubsequent delinquency ordefault. Aparty's waver ofone ormore defaults does not constitut� a waiver ufany 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. 5