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hereunder, from time to time throughout the term of this Agreement. In such event, the
<br />County shall provide the Auditor with :separate written notice of such adjusted limits and
<br />Auditor shall comply within thirty (30) days. of receipt, thereof. The failure by Auditor to
<br />provide such additional coverage shall constitute a default by Auditor.and shall be grounds
<br />for termination of this Agreement by the County.
<br />9. JNDEPENOENT CONTRACTOR. It is specifically acknowledged and agreed by the
<br />parties hereto that the Auditor is and shall be, in the performance of all Services and activities
<br />under this Agreement, an independent contractor, and not an employee, agent, or servant of
<br />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 Auditor's sole direction,
<br />supervision, and control, The Auditor shall exercise control over the means and manner in
<br />which Auditor and its employees perform the Services, and: in all .respects the Auditor's
<br />relationship and the relationship of its employees to the County shall be that of an
<br />independent contractor performing solely under the terms of the Agreement and not as
<br />employees, agents, or servants of the County.
<br />10: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 Auditor and the County.
<br />11, 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 />1.2. 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 />13. 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
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