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ATRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK Services and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the County. All persons engaged in any of the Services performed pursuant to this Agreement shall at all times, and in all places, be subject to HilltopSecurities' sole discretion, supervision, and control. HilltopSecurities shall exercise control over the means and manner in which HilltopSecurities and its employees perform the Services, and in all respects HilltopSecurities' relationship and the relationship of its employees to the County shall be that of an independent contractor performing solely under the terms of the Agreement and not as employees, agents, or servants of the County. D. Governing Law; Venue; Attorney Fees. This Agreement shall be construed, governed and interpreted according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or arising out of this Agreement shall be in Indian River County, Florida or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. Each party shall bear its own attorney fees in any dispute arising under this Agreement E. Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law, or in equity. Each right, power, remedy of the parties provided 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 enforce any provision of this Agreement, or the waiver thereof, in any specific instance by either party shall not be construed as a general waiver or relinquishment on its part of such provision in any other instance, and such provision shall nevertheless remain in full force and effect. F. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. G. Availability of Funds. The obligations of the County under this Agreement are subject to the availability of funds lawfully appropriated for its purpose -by the Board of County Commissioners of Indian River County. H. No Pledge of Credit. HilltopSecurities shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form ofindebtedness. 9