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10.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous <br />negotiations, correspondence, conversations, agreements, or understandings applicable to the matters <br />contained herein and the parties agree that there are no commitments, agreements, or understandings of <br />any nature whatsoever concerning the subject matter of the Agreement that are not contained in this <br />document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any <br />prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, <br />or modification of the terms of this Agreement shall be valid unless made in writing and signed by the <br />CONSULTANT and the COUNTY. <br />10.3 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 <br />other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the <br />event of federal jurisdiction, in the United States District Court for the Southern District of Florida. <br />10.4 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 to <br />so in the event of a continuing or subsequent delinquency or default. A party's waiver 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 <br />enforcement of this Agreement or because of an alleged dispute, breach, default, or <br />misrepresentation in connection with any provisions of this Agreement, each party shall bear its own <br />costs. <br />10.5 Severability. If any term or provision of this Agreement or the application thereof to any person <br />or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this <br />Agreement, then the application of such term or provision to persons or circumstances other than those <br />as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of <br />this Agreement shall be deemed valid and enforceable to the extent permitted by law. <br />10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the <br />availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian <br />RiverCounty. <br />10.7 No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's credit or make it a <br />guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of <br />indebtedness. <br />10.8 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to <br />be performed by CONSULTANT or COUNTY shall survive the termination or expiration of this <br />Agreement. <br />10.9 Construction. The headings of the sections of this Agreement are for the purpose of convenience <br />only, and shall not be deemed to expand, limit, or modify the provisions contained in such sections. All <br />pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular <br />or plural, as the identity of the parties or parties may require. The parties hereby acknowledge and agree <br />7of14 <br />