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commission, percentage fee, gifts or any other considerations, contingent upon or resulting
<br />from the award. or making of this. contract. For breach of violation of,this provision, the
<br />COUNTY shall : have the right to terminate this Agreement without liability and, at its
<br />discretion, to deduct from .the contract price, or otherwise recover, the full amount of such
<br />fee, commission, percentage, gift, or consideration.
<br />10... . MISCELLANEOUS PROVISIONS...
<br />10.1 Independent Contractor:.It is specifically understood and acknowledged by the
<br />parties hereto that the CONSULTANT or employees or sub
<br />=consultants .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 and
<br />contemporaneous negotiations, correspondence, conversations, agreements, or
<br />understandings applicable to the matters contained herein and the paities agree that there.
<br />are no commitments, _agreements, or understandings of any nature whatsoever. conceming
<br />the subject matter:of the Agreement that are not contained in this document. Accordingly, it
<br />is agreed 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 CONSULTANT and the COUNTY.
<br />10.3. 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 />10.4 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 for 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 lawor 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 so in the event of a continuing or subsequent delinquency or default. A pa.rty's
<br />waiver' of one or more. defaults does., not constitute a waiver 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 Fits own costs.
<br />10.5: 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
<br />remainder of this Agreement, then the application :of such term or provision to personsor:
<br />circumstances other than those as to which it is held invalid or unenforceable shall not be
<br />affected, and .every other term .and provision of this Agreement shall .be deemed valid and
<br />enforceable to the extent permitted.by law.
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