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7.3 The obligation to provide services under this Agreement may be terminated by either party upon <br />seven (7) days prior written notice in the event of substantial failure by the other party to perform in <br />accordance with the terms of this Agreement through no fault of the terminating party. <br />7.4 In the event that the CONTRACTOR merges with another company, becomes a subsidiary of, or <br />makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement <br />upon 30 days written notice. <br />7.5 The COUNTY may terminate this Agreement in whole or in part if the CONTRACTOR submits a false <br />invoice to the COUNTY. <br />8. MISCELLANOUS PROVISIONS. <br />8.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that <br />the CONTRACTOR or employees of the Contractor are in no way to be considered employees of the COUNTY, <br />but are independent contractors performing solely under the terms of the Agreement and not otherwise. <br />8.2 Request for Proposals. It is specifically understood and acknowledged by the parties hereto that all <br />of the requirements set forth in the Request for Proposals dated December 1, 2014 (including addenda 1 <br />through 3) shall be incorporated herein. <br />8.3 Merger; Modification. Except as set forth in Section 8.2 above, this Agreement incorporates and <br />includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or <br />understandings applicable to the matters contained herein and the parties agree that there are no <br />commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of <br />the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the <br />terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, <br />whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid <br />unless made in writing and signed by the CONTRACTOR and the COUNTY. <br />8.4 Governing Law; Venue. This Agreement, including all attachments hereto; shall be construed <br />according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other <br />party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of <br />federal jurisdiction, in the United States District Court for the Southern District of Florida. <br />8.5 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and <br />additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law <br />or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative <br />and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement <br />or now or hereafter existing at law or in equity or by statute or otherwise. The failure of.either party to insist <br />upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right <br />to so in the event of a continuing or subsequent delinquency or default. A party's waver of one or more <br />defaults does not constitute a waiver of any other delinquency or default. If any legal action or other <br />proceeding is 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 party shall bear its <br />own costs. <br />5 <br />